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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-31 · 1292 added, 924 removed, 486 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15

3 unchanged sentences

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act) were not effective due to the material weakness of inadequate segregation of duties within account processes

15d-15(e) under the Exchange Act) were not effective due to the material weakness of inadequate segregation of duties within account

processes due to limited personnel, insufficient written policies and procedures for accounting, IT, and financial reporting and record

keeping, and a lack of a formal review and approval process for related party transactions.

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.

Annual Report on Internal Control Over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting on December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control

over financial reporting as of December 31, 2025, due to the material weakness in our internal controls due to inadequate segregation

of duties within account processes due to limited personnel, insufficient written policies and procedures for accounting, IT, and

financial reporting and record keeping, and a lack of a formal review and approval process for related party

transactions.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

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 Annual Report on Internal

Control 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

There were no changes in our

internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fourth

quarter of the fiscal year covered by this annual report that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify

third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the

requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the

financial close process and formal review and approval process for related party transactions.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that

occurred during the fourth quarter of the fiscal year covered by this annual report that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Directors and Executive Officers

Our directors and executive

officers are as follows:

Lynn Stockwell

Chief Executive Officer and Executive Chair of the Board

Chief Financial Officer

Sridhar Prasad

Lynn Stockwell has been our Chief Executive

Officer since September 2024 and Executive Chair of the Board since June 2024 and is the managing member of the sponsor.

is the founder of Bright Green Corporation (Nasdaq:

BGXX), where she has been a board member since its inception in 2019 and Chair of

the Board since February 2024.

From 2015 to 2020, Ms.

Stockwell was Managing Member of Bright Green Innovations, LLC, a pioneering

plant-based pharmaceutical research company recognized for its compliance with federal legal standards.

In this role, Ms.

Stockwell expertly

managed business, industry, and medical research relationships.

In addition to her leadership roles, Ms.

Stockwell has also served as

a director at a hospital, where she spearheaded fundraising initiatives advocating for the use of natural additives as a safer alternative

Her dedica tion extends to her sponsorship of biomedical research and clinical trials, particularly in the area of plant-based

bio-identical hormone replacement.

Stockwell’s commitment to healthcare innovation is further demonstrated by her membership

in the Association for Healthcare Philanthropy (AHP).

Stockwell is also actively involved in advancing the professional development

of women in the life sciences through her membership in the BioIndustry Association (BIA), where she focuses on scholarship opportunities.

Additionally, she is a member of the National Breast Cancer Coalition, reflecting her commitment to impactful healthcare advocacy.

Glenn Worman has been our Chief Financial

Officer since July 2024.

Worman has been a Partner in the New York office of SeatonHill Partners, LP since November 2022.

He has served as CFO of Orion Innovations Inc.

since February 2025.

Worman served as Chief Financial Officer of Insight Acquisition

Corp., a special purpose acquisition company, from April 2024 until the completion of its business combination with Alpha Modus,

in December 2024.

Between 2015 and 2022, Mr.

Worman served as the CFO and President of National Holdings Corporation.

2011 to 2015, he served as the Chief Financial Officer for the Americas for ICAP, plc.

Prior to ICAP, plc, Mr.

Worman held senior

positions at, among other companies, Deutsche Bank, Morgan Stanley, and Merrill Lynch.

Worman is an accomplished and diverse

financial services executive with a history of providing strong, effective leadership and developing and executing strategy across a spectrum

of businesses.

With nearly four decades of experience, he is adept at organizational analysis and implementing change, ensuring proper

controls and sources of liquidity are in place, and advising executive management on business direction.

Worman’s prior

experience in senior finance and chief operating officer positions in corporate finance, fixed income and equity capital markets, wealth

management, investment management, strategic analysis, interdealer brokerage, and compliance underscore his ability to handle industry

segment and public company chief financial officer requirements.

Worman earned a BS degree from Ramapo College of New Jersey

and an MBA from Fairleigh Dickinson University.

Catherine Do has served as a member of

our board of directors since January 2025.

Do was trained as a medical doctor specializing in Public Health and Epidemiology

in France, with a keen interest in molecular epidemiology.

Due to the absence of a joint PhD-MD program in France, she paused her residency

to earn a master’s in Biostatistics and Clinical Research and a PhD in Molecular Pharmacology.

After spending a year at the French

Drug Agency (ANSM) as a pharmaco-epidemiologist, Dr.

Do pursued her interest in molecular research, undertaking a post-doctoral fellowship

in genetics and epigenetics at Columbia University.

From 2017 to 2022, she served as an assistant scientist at the Center for Discovery

and Innovation at Hackensack University Medical Center.

In 2022, to further her expertise in chromatin architecture, she joined NYU Langone

Health as an Assistant Professor in Pathology focusing on chromatin architecture, underscoring her central role in the field of drug discovery.

Do earned a master’s in Biostatistics and Clinical Research and a PhD in Molecular Pharmacology at Paul Sabatier University

in Toulouse, France.

Sridhar Prasad has served as a member

of our board of directors since January 2025.

Prasad joined Syrrx, Inc., a drug discovery company, in 2001, leading crystallography

efforts that led to the discovery of Nesina®, a drug to treat type 2 diabetes.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

directors and executive officers are as follows:

Executive Officer

Financial Officer

Bendelac has served as our Chief Executive Officer since February 2026.

Bendelac has over 30 years of experience in investment

banking, capital markets, and corporate advisory services.

Since 2015, Mr.

Bendelac has also engaged in corporate advisory and investment

activities through multiple advisory entities under his direction, providing services in capital formation, mergers and acquisitions,

public company structuring, and cross-border transactions.

Since September 2025, he has served as a consultant with Silverbear Inc.,

a corporate business consulting firm.

He has also served as a director for Apex AI Solutions Limited, an artificial intelligence applications

and technology company since September 2025.

Since April 2023, Mr.

Bendelac has served as secretary of RB Consulting Group Ltd.

consulting firm.

Starting in March, 2018, he was appointed and has continued to serve as a director for Opencap Global Inc.

currently a business consultant and has served as president and director of SP Associates Corp., a management consulting and corporate

advisory services firm since March 2016.

Elmasri has served as our Chief Financial Officer since November 2025.

Elmasri is a CPA and seasoned business professional

with 20 years of experience in financial and management consulting.

Elmasri began his career at PricewaterhouseCoopers

(“PwC”) and worked on several of the firm’s Fortune 500 clients, primarily focused on the Life Sciences and

Pharmaceutical industry.

From PwC, he transitioned to lead advisory practices at boutique consulting firms, specializing in

transaction and complex accounting advisory.

September 2020 to the present, he has served as the Managing Partner at Titan Advisory Services LLC, a boutique advisory firm focused

on providing collaborative and customized financial operations and CFO services to early-stage companies.

From June 2019 to August 2020,

he was Managing Director at DLA LLC.

From March 2018 to June 2019, he worked as Senior Director for Pine Hill Group LLC, a boutique accounting

and transaction advisory firm.

From September 2007 to March 2018, Mr.

Elmasri advanced through a series of progressively responsible

roles, culminating in the position of Senior Manager for PricewaterhouseCoopers LLP, a Big-4 Accounting and Global Professional Services

Elmasri received B.S.

degrees in Accounting and Finance from Rutgers University in 2007.

Do has served as a member of our board of directors since January 2025.

Do was trained as a medical doctor specializing

in Public Health and Epidemiology in France, with a keen interest in molecular epidemiology.

Due to the absence of a joint PhD-MD program

in France, she paused her residency to earn a master’s in Biostatistics and Clinical Research and a PhD in Molecular Pharmacology.

After spending a year at the French Drug Agency (ANSM) as a pharmaco-epidemiologist, Dr.

Do pursued her interest in molecular research,

undertaking a post-doctoral fellowship in genetics and epigenetics at Columbia University.

From 2017 to 2022, she served as an assistant

scientist at the Center for Discovery and Innovation at Hackensack University Medical Center.

In 2022, to further her expertise in chromatin

architecture, she joined NYU Langone Health as an Assistant Professor in Pathology focusing on chromatin architecture, underscoring her

central role in the field of drug discovery.

Do earned a master’s in Biostatistics and Clinical Research and a PhD in

Molecular Pharmacology at Paul Sabatier University in Toulouse, France.

Sridhar Prasad has served as a member of our board of directors since January 2025.

Prasad joined Syrrx, Inc., a drug

discovery company, in 2001, leading crystallography efforts that led to the discovery of Nesina®, a drug to treat type 2 diabetes.

At Merck & Co.

Inc., he was a lead crystallographer

on key drug discovery programs, including those for schizophrenia, oncology and HIV-1 AIDS.

Prasad co-founded Plex Pharmaceuticals

in 2009, which was acquired by Collidion, Inc.

in 2017, and served as its Chief Scientific Officer from 2009 to 2022.

is the founder and Principal Consultant of Nnavata LLC.

Prior to founding Nnavata, he was the Director and Head of Protein Science

at Ventus Therapeutics, Waltham, MA, a clinical-stage biopharmaceutical company deploying leading-edge structural biology and unique computational

chemistry tools to develop a robust pipeline of novel medicines in immunology, inflammation, and neurology.

Prasad has raised

nearly $10 million in non-dilutive funding from NIH and Michael J Fox Foundation for Parkinson’s Research.

is a co-inventor on thirteen U.S./International issued patents and published 45 peer-reviewed research articles and textbook chapters.

He also serves on the editorial boards of Organic & Medicinal Chemistry International Journal and Chemical Sciences Journal,

Omics Publications.

Inc., he was a lead crystallographer on key drug discovery programs, including those for schizophrenia, oncology

and HIV-1 AIDS.

Prasad co-founded Plex Pharmaceuticals in 2009, which was acquired by Collidion, Inc.

in 2017, and served

as its Chief Scientific Officer from 2009 to 2022.

Prasad is the founder and Principal Consultant of Nnavata LLC.

to founding Nnavata, he was the Director and Head of Protein Science at Ventus Therapeutics, Waltham, MA, a clinical-stage biopharmaceutical

company deploying leading-edge structural biology and unique computational chemistry tools to develop a robust pipeline of novel medicines

in immunology, inflammation, and neurology.

Prasad has raised nearly $10 million in non-dilutive funding from NIH and Michael

J Fox Foundation for Parkinson’s Research.

Prasad is a co-inventor on thirteen U.S./International issued patents and published

45 peer-reviewed research articles and textbook chapters.

He also serves on the editorial boards of Organic & Medicinal Chemistry

International Journal and Chemical Sciences Journal, Omics Publications.

Prasad received his Ph.D.

in Biophysics from the Indian Institute of Science, Bangalore, and completed postdoctoral

training at the University of Minnesota and the Scripps Research Institute, La Jolla, California.

Shulgan KC has served as

a member of our board of directors since January 2025.

Shulgan is a lawyer who has over 40 years of trial experience.

in Biophysics from the Indian

Institute of Science, Bangalore, and completed postdoctoral training at the University of Minnesota and the Scripps Research Institute,

La Jolla, California.

Shulgan KC has served as a member of our board of directors since January 2025.

Shulgan is a lawyer who has

over 40 years of trial experience.

He was a partner at Strosberg Sasso Sutts LLP from 2015 to 2024.

Early in his career he worked as a federally appointed drug prosecutor

for three years where he prosecuted individuals charged with drug related offences.

During this period he developed his trial skills.

Since then he has developed a trial practice during which he has represented corporations and individuals involved in complex commercial

litigation, construction claims, banking disputes and other business related matters in trials and appeals in all levels of Courts in

Canada including the Supreme Court of Canada.

Shulgan has acted for and counselled clients in the manner in which they could

navigate the maze of laws in highly regulated businesses to assist them in achieving their goals to ensure that they comply with their

government mandated obligations.

Shulgan received a bachelor of arts degree in political science and a bachelor of law degree

from the University of Windsor.

On January 27, 2025, Bright Green Corp.

(“BGXX”) entered

into a Restructuring Support Agreement (the “RSA”) with Lynn Stockwell, BGXX’s CEO, Chair of the Board and majority

shareholder and the Company’s Chief Executive Officer and Executive Chair of the Board, reflecting an agreement to implement a prepackaged

restructuring of BGXX through the commencement of voluntary Chapter 11 cases under the United States Bankruptcy Code and the submission

of a prepackaged Chapter 11 plan.

As contemplated by the RSA, on February 22, 2025, BGXX filed a voluntary petition in the United States

Bankruptcy Court for the District of New Mexico for relief under Chapter 11 of the Bankruptcy Code, thereby commencing the Chapter 11

Number and Terms of Office and Appointment

of Officers and Directors

Our board of directors consists of four members.

Approval of our entry into an initial business

combination agreement will require the affirmative vote of a majority of our board directors, which must include a majority of our independent

Subject to any other special rights applicable to the shareholders, prior to our initial business combination, 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.

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 a Chairman of the Board, a Chief

Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries,

a Treasurer and such other offices as may be determined by the board of directors.

Director Independence

The Nasdaq listing rules require that a majority

of our board of directors be independent within one year of our initial public offering.

An “independent director” is defined

generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have three “independent

directors” as defined in the Nasdaq rules and applicable SEC rules.

Our board has determined that each of Catherine Do, G.

Prasad and Myron W.

Early in his career he worked

as a federally appointed drug prosecutor for three years where he prosecuted individuals charged with drug related offences.

this period he developed his trial skills.

Since then he has developed a trial practice during which he has represented corporations

and individuals involved in complex commercial litigation, construction claims, banking disputes and other business related matters in

trials and appeals in all levels of Courts in Canada including the Supreme Court of Canada.

Shulgan has acted for and counselled

clients in the manner in which they could navigate the maze of laws in highly regulated businesses to assist them in achieving their

goals to ensure that they comply with their government mandated obligations.

Shulgan received a bachelor of arts degree in political

science and a bachelor of law degree from the University of Windsor.

and Terms of Office and Appointment of Officers and Directors

Our board of directors currently consists of three members.

of our entry into an initial business combination agreement will require the affirmative vote of a majority of our board directors, which

must include a majority of our independent directors.

Subject to any other special rights applicable to the shareholders, prior to our

initial business combination, 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.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

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 a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer,

Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Nasdaq listing rules require that a majority of our board of directors be independent within one year of our IPO.

An “independent

director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship

with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the

We have three “independent directors” as defined in the Nasdaq rules and applicable SEC rules.

Our board has determined

that each of Catherine Do, G.

Sridhar Prasad and Myron W.

Shulgan is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our directors or officers have received

any cash compensation for services rendered to us.

Our sponsor, directors and officers, or any of their respective affiliates, will be

reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review and approve all payments that were made

by us to our sponsor, directors, officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

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 compensation from the combined

All compensation will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender

offer 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 because the directors of the post-combination business will be responsible for determining executive officer

independent directors will have regularly scheduled meetings at which only independent directors are present.

and Director Compensation

Any compensation to be paid to our officers after the completion of our initial business combination will be

determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors

and officers that provide for benefits upon termination of employment.

The existence or terms of any such employment or consulting arrangements

may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision

to proceed with any potential business combination.

Committees of the Board of Directors

Our board of directors has two standing committees:

of our directors or officers have received any cash compensation for services rendered to us.

Our sponsor, directors and officers, or

any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will

review and approve all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates,

which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

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 compensation from the combined company.

All compensation will be fully disclosed to shareholders, to the extent then

known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business

It is unlikely the amount of such compensation will be known at the time because the directors of the post-combination business

will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our officers after the

completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

are not party to any agreements with our directors and officers that provide for benefits upon termination of employment.

The existence

or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting

a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination should be a determining factor in our decision to proceed with any potential business combination.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules, the Nasdaq listing 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 Nasdaq listing rules require that

the compensation committee of a listed company be comprised solely of independent directors.

Each committee operates under a charter that

has been approved by our board of directors and has the composition and responsibilities described below.

Audit Committee

We have established an audit committee of the

board of directors.

Subject to phase-in rules, the Nasdaq

listing 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 Nasdaq listing rules require that the compensation committee of a listed company be comprised solely of independent

Each committee operates under a charter that has been approved by our board of directors and has the composition and responsibilities

described below.

have established an audit committee of the board of directors.

The members of our audit committee are Catherine Do, G.

Sridhar Prasad and Myron W.

Shulgan serves as

chair of the audit committee.

Each member of the audit committee is financially

literate, and our board of directors has determined that Mr.

Shulgan qualifies as an “audit committee financial expert” as

defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which

details the purpose and principal functions of the audit committee, including:

● assisting board oversight of (1) the integrity

of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public

accounting firm’s qualifications and independence, and (4) 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 registered public accounting firm 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 registered public accounting firm or any other registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

● reviewing and discussing with the independent

registered public accounting firm 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 registered public accounting firm;

● 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 registered public accounting firm describing (1) the independent registered public accounting firm’s internal

quality-control procedures and (2) 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”;

● 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;

● reviewing with management, the independent registered

public accounting firm, 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.

Sridhar Prasad

Shulgan serves as chair of the audit committee.

member of the audit committee is financially literate, and our board of directors has determined that Mr.

Shulgan qualifies as an “audit

committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,

(3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance

of our internal audit function and independent registered public accounting firm;

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm

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 registered public accounting firm or any other registered public

accounting firm engaged by us, and establishing pre-approval policies and procedures;

and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate

their continued independence;

clear hiring policies for employees or former employees of the independent registered public accounting firm;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent

registered public accounting firm’s internal quality-control procedures and (2) 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;

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”;

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;

with management, the independent registered public accounting firm, 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.

have established a compensation committee of the board of directors.

The members of our compensation committee are G.

Sridhar Prasad and Myron W.

Shulgan serves as chair

of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation

committee, including:

reviewing and approving on an annual basis the

corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer

based on such evaluation;

● reviewing and making recommendations to our board

of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval

of all of our other officers;

● reviewing our executive compensation policies

● 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;

● reviewing, evaluating and recommending changes,

if appropriate, to the remuneration for directors.

The charter also provides that the compensation

committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent 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 Nasdaq and the SEC.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the 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 serves, and in

the past year has not 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.

Director Nominations

We do not have a standing nominating committee,

though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq listing rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq listing rules, a majority of the independent directors may recommend a director

nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our independent directors will recommend to the

board of directors candidates for nomination for election at the annual general meeting of the shareholders.

The board of directors will

also consider director candidates recommended for nomination by holders of our ordinary shares during such times as they are seeking proposed

nominees to stand for appointment at an annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders

that wish to nominate a director for election to the board of directors should follow the procedures set forth in our amended and restated

memorandum and articles of association.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating

nominees for director, the 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.

Clawback Policy

We have adopted a compensation recovery policy

that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.

Code of Conduct

We have adopted a Code of Conduct applicable to our directors, officers

and employees, which is available by accessing our public filings at the SEC’s website at www.sec.gov and on our website .

In addition, a copy of our Code of Conduct 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 Conduct in a Current Report on Form 8-K.

Insider Trading Policy

We e have adopted an insider

trading policy and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees,

or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing

standards applicable to the Company.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange

Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities

to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of

all Section 16(a) forms filed by such reporting persons.

Based solely on our review of

such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable

to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

Sridhar Prasad

Shulgan serves as chair of the compensation committee.

We have adopted a compensation committee charter, which

details the purpose and responsibility of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and

objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in

light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such

and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based

plans that are subject to board approval of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

independent 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 Nasdaq and

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the 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.

Committee Interlocks and Insider Participation

of our officers currently serves, and in the past year has not 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.

do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required

to do so by law or Nasdaq listing rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq listing rules, a majority of the

independent directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that

the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without

the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee

charter in place.

independent directors will recommend to the board of directors candidates for nomination for election at the annual general meeting of

the shareholders.

The board of directors will also consider director candidates recommended for nomination by holders of our ordinary

shares during such times as they are seeking proposed nominees to stand for appointment at an annual general meeting (or, if applicable,

an extraordinary general meeting).

Our shareholders that wish to nominate a director for election to the board of directors should follow

the procedures set forth in our amended and restated memorandum and articles of association.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the 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.

have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.

have adopted a Code of Conduct applicable to our directors, officers and employees, which is available by accessing our public filings

at the SEC’s website at www.sec.gov and on our website .

In addition, a copy of our Code of Conduct 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 Conduct

in a Current Report on Form 8-K.

Trading Policy

We have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of its securities by

directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws,

rules and regulations, and any listing standards applicable to the Company.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class

of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common

stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation

to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that our chief

executive officer and chief financial officer did not file their form 3 timely.

EXECUTIVE COMPENSATION.

No compensation will be paid to our initial shareholders,

officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business

We pay Drugs Made In America Acquisition LLC a total of $10,000 per month for office space, administrative and support services.

Upon completion of our initial business combination or our liquidation, we will cease making these payments.

Our sponsor, its service

providers, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred or

such agreed-upon compensation as contracted in connection with activities on our behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that

were made to our sponsor, officers, directors or our or their affiliates.

After the completion of our initial business combination,

members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any

and all amounts being 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, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Any compensation to be paid to our officers will be determined, or recommenced, to the board of directors for determination, either by

a 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.

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 the date of this annual report by:

● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary

● each of our officers and directors that beneficially owns ordinary shares;

● all our officers and directors as a group.

The following table is based on 33,517,143 ordinary

shares outstanding (inclusive of shares included in outstanding units) outstanding as of the date of this annual report.

Unless otherwise

indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially

owned by them.

The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion of

any rights, as these rights are not convertible into ordinary shares within 60 days of the date of this annual report on Form 10-K.

No compensation will be paid

to our initial shareholders, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation

of our initial business combination.

We had an agreement to pay Drugs Made In America Acquisition LLC a total of $10,000 per month for

office space, administrative and support services which has been cancelled in March 2026.

We have not made any payments to the Sponsor

under the agreement as of December 31, 2025.

Our sponsor, its service providers, officers and directors, or any of their respective affiliates,

will be reimbursed for any out-of-pocket expenses incurred or such agreed-upon compensation as contracted in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management

or other fees from the combined company with any and all amounts being 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, as it will be up to the directors of the post-combination business

to determine executive and director compensation.

Any compensation to be paid to our officers will be determined, or recommenced, to

the board of directors for determination, either by a committee constituted solely by independent directors or by a majority of the independent

directors on our board of directors.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report

person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

of our officers and directors that beneficially owns ordinary shares;

our officers and directors as a group.

The following table is based

on 33,717,143 ordinary shares outstanding (inclusive of shares included in outstanding units) outstanding as of the date of this annual

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect

to all ordinary shares beneficially owned by them.

The following table does not reflect record of beneficial ownership of any ordinary

shares issuable upon conversion of any rights, as these rights are not convertible into ordinary shares within 60 days of the date of

this annual report on Form 10-K.

Name and Address of Beneficial Owner (1)

2 unchanged sentences

Outstanding Ordinary Shares

Roger Bendelac

Saleem Elmasri

Sridhar Prasad

All directors and executive officers as a group (5 individuals)

Drugs Made In America Acquisition LLC (2)

Lynn Stockwell (2)

Sridhar Prasad

All directors and executive officers as a group (5

* Less than 1%

(1) Unless otherwise indicated, the business address of each of

the following entities or individuals is c/o Drugs Made In America Acquisition Corp., 1 East Broward Boulevard, Suite 700, Fort Lauderdale,

Karpus Management, Inc.

First Trust Merger Arbitrage Fund (4)

First Trust Capital Management L.P.

First Trust Capital Solutions L.P.

FTCS Sub GP LLC (4)

Glazer Capital, LLC (5)

Polar Asset Management Partners Inc.

otherwise indicated, the business address of each of the following entities or individuals is c/o Drugs Made In America Acquisition Corp.,

420 Lexington Avenue, Suite 1402, New York, NY 10170.

Drugs Made In America Acquisition LLC, our sponsor, is the record

holder of the shares reported herein.

Lynn Stockwell is the managing member of the sponsor and has voting and dispositive power over

the securities held of record by the sponsor.

Stockwell disclaims any beneficial ownership of the securities held by the sponsor,

except to the extent of her pecuniary interest therein.

Restrictions on Transfers of Founder Shares

and Private Placement Units

The founder shares and the Private Placement Units, including the underlying

private shares and private rights, are subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us

entered into by our initial shareholders.

Those lock-up provisions provide that such securities are not transferable or salable until

the earlier of:

(i) with respect to 50% of the founder shares and Private Placement Units, the earlier of six months after the date of

the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds

$12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any

20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with respect to the remaining

50% of the founder shares and Private Placement Units, six months after the date of the consummation of our initial business combination,

or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or

other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities

or other property, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors,

any members of our sponsor, or any affiliates of our sponsor, (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;

the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) transfers by private sales or

transfers made in connection with consummation of a business combination at prices no greater than the price at which the securities were

originally purchased;

(f) in the event of our liquidation prior to our completion of our initial business combination;

(g) by virtue of

the laws of Delaware or our sponsor’s limited liability company agreement, as amended, upon dissolution of our sponsor;

event of our completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of

our public shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to our completion

of our initial business combination;

or (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be

permissible under clauses (a) through (h) above;

provided, however, that in the case of clauses (a) through (e) and (i) 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.

In addition, we could agree to permit the holders of our founder shares to transfer shares or agree to cancel

such securities.

Although no such transfers or cancellations are contemplated, we could agree to permit such transfer or cancellation

to facilitate the closing of a business combination.

Any permitted transferees would be subject to the same restrictions and other agreements

of our initial shareholders with respect to any founder shares.

However, if after a business combination there is a transaction whereby

all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s

shares then the founder shares and the Private Placement Units (or any ordinary shares underlying thereunder) shall be permitted to participate.

Lynn Stockwell is the managing member of the sponsor.

Stockwell disclaims any beneficial

ownership of the securities held by the sponsor, except to the extent of her pecuniary interest therein.

Based on information provided in a Schedule 13G filed by Karpus Management,

Inc., d/b/a Karpus Investment Management (“Karpus”) on August 14, 2025.

Karpus is a registered investment adviser under Section

203 of the Investment Advisers Act of 1940.

Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed

on the London Stock Exchange.

However, in accordance with SEC Release No.

34-39538 (January 12, 1998), effective informational barriers

have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus

independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG.

The shares are owned

directly by the accounts managed by Karpus.

The address of the principal office of the reporting person is 183 Sully’s Trail, Pittsford,

New York 14534.

Based on information provided in a Schedule 13G filed jointly by First

Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P.

(“FTCM”), First Trust Capital Solutions

(“FTCS”) and FTCS Sub GP LLC (“Sub GP”) on May 15, 2025.

As investment adviser to the Client Accounts, FTCM has

the authority to invest the funds of the Client Accounts in securities (including shares of the Company) as well as the authority to purchase,

vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer’s Shares held in the Client Accounts.

As of March 31, 2025, VARBX owned 1,781,724 shares of the outstanding shares of the Company.

FTCM, FTCS and Sub GP collectively owned

2,066,702 shares of the outstanding shares of the Company.

FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to

be beneficial owners of the shares reported in the Schedule 13G.

No one individual controls FTCS or Sub GP.

FTCS and Sub GP do not own

any shares of the Company for their own accounts.

The principal business address of FTCM, FTCS and Sub GP is 225 W.

Wacker Drive, 21st

Floor, Chicago, IL 60606.

on information provided in a Schedule 13G filed by (i) Glazer Capital, LLC, a Delaware limited liability company (“Glazer Capital”),

with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital

serves as investment manager (collectively, the “Glazer Funds”);

who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.

of the business office of each of the reporting persons is 250 West 55th Street, Suite 30A, New York, New York 10019.

on information provided in a Schedule 13G filed Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario,

Canada on May 15, 2025, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company

(“PMSMF”) with respect to the shares directly held by PMSMF.

The address of the reporting person is 16 York Street, Suite

2900, Toronto, Ontario, M5J 0E6.

on Transfers of Founder Shares and Private Placement Units

founder shares and the Private Placement Units, including the underlying private shares and private rights, are subject to transfer restrictions

pursuant to lock-up provisions in the letter agreement with us entered into by our initial shareholders.

Those lock-up provisions provide

that such securities are not transferable or salable until the earlier of:

(i) with respect to 50% of the founder shares and Private

Placement Units, the earlier of six months after the date of the consummation of our initial business combination and the date on which

the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial

business combination and (ii) with respect to the remaining 50% of the founder shares and Private Placement Units, six months after the

date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination,

we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the

right to exchange their ordinary shares for cash, securities or other property, except in each case (a) to our officers or directors,

any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (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;

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) transfers by private sales or transfers made in connection with consummation of a business

combination at prices no greater than the price at which the securities were originally purchased;

(f) in the event of our liquidation

prior to our completion of our initial business combination;

(g) by virtue of the laws of Delaware or our sponsor’s limited liability

company agreement, as amended, upon dissolution of our sponsor;

(h) in the event of our completion of a liquidation, merger, share exchange,

reorganization or other similar transaction which results in all of our public shareholders having the right to exchange their ordinary

shares for cash, securities or other property subsequent to our completion of our initial business combination;

or (i) to a nominee or

custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above;

however, that in the case of clauses (a) through (e) and (i) 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.

In addition, we could agree

to permit the holders of our founder shares to transfer shares or agree to cancel such securities.

Although no such transfers or cancellations

are contemplated, we could agree to permit such transfer or cancellation to facilitate the closing of a business combination.

Any permitted

transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.

However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash

(as would be the case in a post-asset sale liquidation) or another issuer’s shares then the founder shares and the Private Placement

Units (or any ordinary shares underlying thereunder) shall be permitted to participate.

Registration Rights

The holders of the

founder shares, Private Placement Units (and underlying securities) and any units (and underlying securities) that may be issued on

conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement requiring us

to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding

short form registration demands, that we register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our completion of our initial business combination

and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

registration rights agreement provides that we 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.

We will bear the expenses incurred in connection

with the filing of any such registration statements.

The holders of the founder

shares, Private Placement Units (and underlying securities) and any units (and underlying securities) that may be issued on conversion

of working capital loans will be entitled to registration rights pursuant to a registration rights agreement requiring us to register

such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form registration

demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register

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

However, the registration rights agreement provides that we

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.

We will bear the expenses incurred in connection with the filing of any such registration statements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

On June 17, 2024, we issued to our sponsor an

aggregate of 22,361,111 ordinary shares for an aggregate purchase price of $35,000, or approximately $0.0016 per share.

On November 6,

2024, the sponsor surrendered and forfeited 12,503,968 ordinary shares to us for no consideration, following which the sponsor holds 9,857,143

founder shares.

Our sponsor purchased

an aggregate of 430,000 Private Placement Units, each Private Placement Unit consisting of one ordinary share and one right to

receive one-eighth (1/8) of an ordinary share upon the consummation of an initial business combination, at a price of $10.00 per

unit (or $4,300,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO.

Placement Units are identical to the Units sold in the IPO, subject to certain limited exceptions.

The founder shares and the Private Placement Units, including the underlying

private shares and private rights, are subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us

entered into by our initial shareholders.

Those lock-up provisions provide that such securities are not transferable or salable until

the earlier of:

(i) with respect to 50% of the founder shares and Private Placement Units, the earlier of six months after the date of

the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds

$12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any

20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with respect to the remaining

50% of the founder shares and Private Placement Units, six months after the date of the consummation of our initial business combination,

or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or

other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities

or other property.

We have entered into agreements with our officers

and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum

and articles of association.

We have entered into an administrative services

agreement pursuant to which we have agreed to pay our sponsor $10,000 per month for office space, administrative and support services.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

If any of our directors or officers becomes aware

of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary

or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting

such business combination opportunity to us, subject to their fiduciary duties under Cayman Islands law.

Our directors and officers currently

have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Our audit committee will review and approve all

payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates, which may include reimbursement

of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses

incurred by such persons in connection with activities on our behalf.

On June 17, 2024, we issued

to our sponsor an aggregate of 22,361,111 ordinary shares for an aggregate purchase price of $35,000, or approximately $0.0016 per share.

On November 6, 2024, the sponsor surrendered and forfeited 12,503,968 ordinary shares to us for no consideration, following which the

sponsor holds 9,857,143 founder shares.

Our sponsor purchased an

aggregate of 430,000 Private Placement Units, each Private Placement Unit consisting of one ordinary share and one right to receive one-eighth

(1/8) of an ordinary share upon the consummation of an initial business combination, at a price of $10.00 per unit (or $4,300,000 in the

aggregate) in a private placement that closed simultaneously with the closing of the IPO.

The Private Placement Units are identical to

the Units sold in the IPO, subject to certain limited exceptions.

The founder shares and the

Private Placement Units, including the underlying private shares and private rights, are subject to transfer restrictions pursuant to

lock-up provisions in the letter agreement with us entered into by our initial shareholders.

Those lock-up provisions provide that such

securities are not transferable or salable until the earlier of:

(i) with respect to 50% of the founder shares and Private Placement Units,

the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price

of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination

and (ii) with respect to the remaining 50% of the founder shares and Private Placement Units, six months after the date of the consummation

of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation,

merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary

shares for cash, securities or other property.

We have entered into agreements

with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended

and restated memorandum and articles of association.

We entered into an administrative

services agreement pursuant to which we agreed to pay our sponsor $10,000 per month for office space, administrative and support services.

This agreement has been cancelled in March 2026.

If any of our directors or

officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has

then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such

entity prior to presenting such business combination opportunity to us, subject to their fiduciary duties under Cayman Islands law.

directors and officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties

Our audit committee will

review and approve all payments that were made by us to our sponsor, directors, officers or our or any of their respective affiliates,

which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement

of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On June 13, 2024, the sponsor

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On January 29, 2025, we repaid the sponsor $900,000.

We expect to fund our working capital requirements

prior to the time of our initial business combination with loans from our sponsor under the unsecured promissory note described above.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required.

If we complete

our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

such loans may be repaid only out of funds held outside the trust account.

In the event that our initial business combination does not

close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our

trust account would be used to repay such loaned amounts.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00

per unit at the option of the lender.

The units would be identical to the Private Placement Units issued to our sponsor.

As of December 31, 2024,

no working capital loans were outstanding.

After our initial business combination, members

of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all

amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable,

furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender

offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up

to the directors of the post-combination business to determine executive officer and director compensation.

We have entered into a registration rights agreement

with respect to the founder shares, Private Placement Units (and underlying securities) and units (and underlying securities) issued upon conversion

of working capital loans (if any), which is described under Item 12.

On January 29, 2025, we issued a new unsecured

subscription promissory note to the sponsor (the “Subscription Promissory Note”) in connection with the amended and restated

units purchase agreement, pursuant to which we may borrow up to an aggregate principal amount of $1,100,000 working capital loans.

sponsor further agrees that such loans shall be converted into Private Placement Units, at the price of $10.00 per unit.

To the extent

the amount of such loans is less than $1,100,000, the sponsor acknowledges and agrees that it (or, if applicable, it and any transferees

of Private Placement Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Placement Units

at $10.00 per unit.

We expect to fund our working

capital requirements prior to the time of our initial business combination with loans from our sponsor under the unsecured promissory

note described above.

In addition, in order to finance transaction costs in connection with an intended initial business combination,

our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may

If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account

released to us.

Otherwise, such loans may be repaid only out of funds held outside the trust account.

In the event that our initial business

combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but

no proceeds from our trust account would be used to repay such loaned amounts.

Up to $1,500,000 of such loans may be convertible into

units at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Placement Units issued to

As of December 31, 2025, no working capital loans were outstanding.

After our initial business

combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company

with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer

materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution

of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as

it will be up to the directors of the post-combination business to determine executive officer and director compensation.

In connection with the change

in management, Ms.

Stockwell, as the Managing Member of the sponsor group, along with her spouse, entered into a sponsor standstill, non-voting

and cooperation acknowledgement, in which they agreed to refrain from taking any actions with respect to the Company and to cooperate

with the current management team on the transfer of founder shares and other securities held by the sponsor when permissible.

We have entered into a registration

rights agreement with respect to the founder shares, Private Placement Units (and underlying securities) and units (and underlying securities)

issued upon conversion of working capital loans (if any), which is described under Item 12.

On January 29, 2025, we issued

a new unsecured subscription promissory note to the sponsor (the “Subscription Promissory Note”) in connection with the amended

and restated units purchase agreement, pursuant to which we may borrow up to an aggregate principal amount of $1,100,000 working capital

The sponsor further agrees that such loans shall be converted into Private Placement Units, at the price of $10.00 per unit.

the extent the amount of such loans is less than $1,100,000, the sponsor acknowledges and agrees that it (or, if applicable, it and any

transferees of Private Placement Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Placement

Units at $10.00 per unit.

As a result of the sponsor standstill, non-voting and cooperation acknowledgement, the sponsor acknowledged

it is unable to fulfill the financial and operational obligations typically associated with the sponsor role, including providing working

As such, the sponsor will not provide additional funding under the Subscription Promissory Note.

As of December 31, 2025, 45,092 ordinary shares represent the remaining

unfunded principal amount of the Subscription Promissory Note.

These shares are subject to cancellation and surrender provisions as a

result of the Sponsor defaulting on the share subscription receivable.

The ordinary shares are presented as issued and outstanding until

such time the shares are cancelled or surrendered.

Related Party Policy

We have adopted a Code of Conduct requiring us

to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or

the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC.

Under our Code of Conduct, conflict

of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of

indebtedness) involving the company.

In addition, our audit committee, pursuant to

a written charter, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required

in order to approve a related party transaction.

A majority of the members of the entire audit committee will constitute a quorum.

a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

Our audit committee will review and approve all payments that were made by us to our sponsor, directors, officers or our or any of their

respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, prior

to consummating an initial business combination with an entity that is affiliated with any of our directors or officers, we, or a committee

of independent and disinterested directors, may engage independent advisors to assist with the evaluation and will obtain an opinion from

an independent investment banking firm or an independent accounting firm that our initial business combination is fair to our company

from a financial point of view.

We have adopted a Code of

Conduct requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board

of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC.

Under our Code

of Conduct, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness

or guarantee of indebtedness) involving the company.

In addition, our audit committee,

pursuant to a written charter, will be responsible for reviewing and approving related party transactions to the extent that we enter

into such transactions.

An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum

is present will be required in order to approve a related party transaction.

A majority of the members of the entire audit committee will

constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to

approve a related party transaction.

Our audit committee will review and approve all payments that were made by us to our sponsor, directors,

officers or our or any of their respective affiliates, which may include reimbursement of any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee or officer.

To further minimize conflicts

of interest, prior to consummating an initial business combination with an entity that is affiliated with any of our directors or officers,

we, or a committee of independent and disinterested directors, may engage independent advisors to assist with the evaluation and will

obtain an opinion from an independent investment banking firm or an independent accounting firm that our initial business combination

is fair to our company from a financial point of view.

Director Independence

The Nasdaq listing rules require that a majority

of our board of directors be independent within one year of our initial public offering.

An “independent director” is defined

generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

We have three “independent

directors” as defined in the Nasdaq rules and applicable SEC rules.

Our board has determined that each of Catherine Do, G.

Prasad and Myron W.

The Nasdaq listing rules

require that a majority of our board of directors be independent within one year of our IPO.

An “independent director” is

defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed

company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

three “independent directors” as defined in the Nasdaq rules and applicable SEC rules.

Our board has determined that each

of Catherine Do, G.

Sridhar Prasad and Myron W.

Shulgan is an independent director under applicable SEC and Nasdaq rules.

Our independent directors will have regularly

scheduled meetings at which only independent directors are present.

Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The firm of MaloneBailey, LLP (“MaloneBailey”),

acts as our independent registered public accounting firm.

The following is a summary of fees paid to MaloneBailey for services rendered.

During the period from May

23, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $151,880

for the services MaloneBailey performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial

statements included in this Annual Report on Form 10-K.

The firm of MaloneBailey,

LLP (“MaloneBailey”), acts as our independent registered public accounting firm.

The following is a summary of fees paid to

MaloneBailey for services rendered.

During the fiscal year ended December 31, 2025 and for the period from

May 23, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $137,910

and $151,880 for the services MaloneBailey performed in connection with the audit of our December 31, 2025 and 2024 financial statements

included in this Annual Report on Form 10-K, respectively.

Audit-Related Fees.

During the period from

May 23, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related

services related to the performance of the audit or review of financial statements.

During the period from May 23,

2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance,

tax advice and tax planning.

During the fiscal year ended through December 31, 2025 and for the

period from May 23, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance

and related services related to the performance of the audit or review of financial statements.

During the fiscal year ended through December 31, 2025 and for the

period from May 23, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the period from

May 23, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered

public accounting firm other than those set forth above.

During the fiscal year ended through December 31, 2025 and for the

period from May 23, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent

registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation

of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services

rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee,

and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described

in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Our audit committee was formed

upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following documents are filed as part of this Report:

The following documents are filed as part of this Report:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from May 23, 2024 (inception) through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from May 23, 2024 (inception) through December 31, 2024

Statement of Cash Flows for the year ended December 31, 2025 and for the period from May 23, 2024 (inception) through December 31, 2024

Notes to Financial Statements

Financial Statement Schedules:

(3) Exhibits:

We hereby file as part of

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Promissory Note, dated as of January 29, 2025, issued to Drugs Made In America Acquisition LLC (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2025).

Definitive Interim Investment and Sponsor Transition Agreement, dated as of March 23, 2026, by and between Drugs Made In America Acquisition Corp.

and BV Advisory Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026).

Interim Convertible Note, dated as of March 23, 2026, issued by Drugs Made In America Acquisition Corp.

to BV Advisory Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2026).

Letter of Intent, dated as of April 7, 2026, by and between Drugs Made In America Acquisition Corp.

and Power Analytics Global Corp.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2026).

Form of Code of Conduct (incorporated by reference to Exhibit 14 of the Company’s Registration Statement on Form S-1 (File No.

333-281170) initially filed with the SEC on August 1, 2024).

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy.

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).

Inline XBRL Instance Document

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the undersigned, thereunto duly authorized.

March 31, 2025

April 15, 2026

DRUGS MADE IN AMERICA ACQUISITION CORP.

/s/ Lynn Stockwell

Lynn Stockwell

/s/ Roger Bendelac

Roger Bendelac

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Lynn Stockwell

Chief Executive Officer and Executive Chair

March 31, 2025

Lynn Stockwell

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Roger Bendelac

Chief Executive Officer

April 15, 2026

Roger Bendelac

(Principal Executive Officer)

/s/ Glenn Worman

/s/ Saleem Elmasri

Chief Financial Officer

March 31, 2025

April 15, 2026

Saleem Elmasri

(Principal Financial and Accounting Officer)

/s/ Catherine Do

March 31, 2025

April 15, 2026

Sridhar Prasad

March 31, 2025

April 15, 2026

Sridhar Prasad

March 31, 2025

April 15, 2026

DRUGS MADE IN AMERICA ACQUISITION CORP.

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Financial Statements:

Balance Sheet as of December 31, 2024 F-3

Statement of Operations for the Period from May 23, 2024 (inception) through December 31, 2024 F-4

Statement of Changes in Shareholders’ Deficit for the Period from May 23, 2024 (inception) through December 31, 2024 F-5

Statement of Cash Flows for the Period from May 23, 2024 (inception) through December 31, 2024 F-6

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 May 23, 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 May 23, 2024 (inception) through December 31, 2024 F-5

Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 23, 2024 (inception) through December 31, 2024 F-6

Notes to Financial Statements F-7 to F-20

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Drugs Made In America

Acquisition Corp (the “Company”) as of December 31, 2024, and the related statements of operations, changes in shareholders’

deficit, and cash flows for the period from May 23, 2024 (inception) through December 31, 2024, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements presents fairly, in all material respects, the

financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows the period from May 23,

2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Drugs Made In America

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 May 23, 2024 (inception) through December 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 May 23, 2024 (inception) through December 31, 2024, in

conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

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the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company expects to continue to incur

significant costs in pursuit of its financing and acquisition plans, the Company’s business plan is dependent on the completion

of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of

The date for mandatory liquidation and subsequent dissolution raises substantial doubt about its 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 this uncertainty.

As discussed in Note 1 to the financial statements, the Company has incurred and expects

to continue to incur significant costs in pursuit of its financing and acquisition plans and the Company’s business plan is dependent

on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for

the purpose of liquidating.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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 this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public

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of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of 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

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of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

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.

1 unchanged sentence

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

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 audit provides a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2024.

We have served as the Company’s auditor

Houston, Texas

March 31, 2025

April 15, 2026

DRUGS MADE IN AMERICA ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

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Total current assets

Non-current assets

Cash and investments held in Trust Account

Deferred offering costs

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Total non-current assets

$ 239,918,847

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Accrued offering costs

Promissory note – related party

Total current liabilities

Non-current liabilities

Deferred underwriting fee payable

Total non-current liabilities

Total Liabilities

Commitments and contingencies

Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.43 and $ 0 per share as of December 31, 2025 and 2024, respectively

Shareholders’ Deficit

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1,000,000 shares authorized;

none issued and outstanding

none issued or outstanding as of December 31, 2025 and 2024

Ordinary shares, $ 0.0001 par value;

220,000,000 shares authorized;

9,857,143 shares issued and outstanding (1)(2)

10,717,143 and 9,857,143 shares issued and outstanding, excluding 23,000,000 and 0 shares subject to redemption as of December 31, 2025 and 2024, respectively (1)

Additional paid-in capital

Accumulated deficit

( 7,265,053 )

Total Shareholders’ Deficit

T otal Liabilities and Shareholders’ Deficit

(1) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender

and forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5).

In February 2025 the over-allotment

option was exercised by the underwriters and these shares are no longer subject to forfeiture (Note 9).

(2) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor holds 9,857,143 ordinary shares (the “Founder Shares”).

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of the financial statements.

( 7,263,981 )

TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT

$ 239,918,847

45,092 ordinary shares subject to cancellation and surrender provisions as a result of the Sponsor defaulting on the share subscription

The ordinary shares are presented as issued and outstanding until such time they are cancelled and surrendered.

The accompanying notes are an integral part of

the financial statements.

DRUGS MADE IN AMERICA ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF OPERATIONS

For the year ended December 31, 2025

(inception) through

General and administrative costs (1)

Loss from operations

( 2,816,013 )

Weighted average shares outstanding, basic and diluted (1)(2)

Basic and diluted net loss per ordinary shares

(1) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender and forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5).

OTHER INCOME (EXPENSE)

Interest earned on cash and investments held in Trust Account

Total other income

NET INCOME (LOSS)

$ ( 279,845 )

Weighted average redeemable ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable ordinary share

Weighted average non-redeemable ordinary shares outstanding (2)(3)(4)

Basic net income (loss) per non-redeemable ordinary share

Weighted average non-redeemable ordinary shares outstanding (2)(3)(4)

Diluted net income (loss) per non-redeemable ordinary share

(1) Includes $1,996,000 of share issuance expense related to the Company’s issuance of 200,000 ordinary shares for no consideration on March 11, 2025.

(2) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender and forfeiture if the over-allotment option were not exercised in full by the underwriters (Note 5).

In February 2025, the over-allotment option was exercised by the underwriters and these shares are no longer subject to forfeiture (Note 6).

(3) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares.

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of the financial statements.

(4) Includes 45,092 ordinary shares subject to cancellation and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable.

The ordinary shares are presented as issued and outstanding until such time they are cancelled and surrendered.

The accompanying notes are an integral part of

the financial statements.

DRUGS MADE IN AMERICA ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2025

Ordinary Shares

Shareholders’

Balance — January 1, 2025

$ ( 279,845 )

$ ( 244,845 )

Sale of 430,000 Private Placement Units

( 1,100,000 )

Fair value of representative shares

Fair value of rights included in Public Units

Allocated value of transaction costs to redeemable shares

Expenses paid by the Sponsor

Ordinary share issuance for no consideration (1)

Share subscription receivable deemed uncollectible (2)

Accretion and remeasurement for redeemable ordinary shares to redemption amount

( 9,606,821 )

( 12,474,929 )

( 22,081,750 )

Balance – December 31, 2025

$ ( 7,265,053 )

$ ( 7,263,981 )

(1) On March 11, 2025, the Company issued 200,000 ordinary shares for no consideration.

(2) Includes 45,092 ordinary shares subject to cancellation and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable.

The ordinary shares are presented as issued and outstanding until such time they are cancelled and surrendered.

FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION)

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Ordinary Shares

Additional Paid-in

Total Shareholders’

Shareholders’

Balance — May 23, 2024 (Inception)

Issuance of Founder Shares to Sponsor (1)(2)

Issuance of ordinary shares (1)(2)

Balance – December 31, 2024

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$ ( 244,845 )

(1) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender and forfeiture if the over-allotment option is not exercised in full by the underwriters (Note 5).

(1) Includes an aggregate of up to 1,285,714 ordinary shares subject to surrender and forfeiture if the over-allotment option were not exercised in full by the underwriters (Note 5).

In February 2025, the over-allotment option was exercised by the underwriters and these shares are no longer subject to forfeiture (Note 6).

(2) On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares.

All share and per share data has been retrospectively presented.

The accompanying notes are an integral part

of the financial statements.

The accompanying notes are an integral part of

the financial statements.

DRUGS MADE IN AMERICA ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 23, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For the year ended

(inception) through

Cash Flows from Operating Activities:

Net income (loss)

$ ( 279,845 )

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

Operating costs paid through promissory note

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

Payment of operating costs through promissory note

Share issuance expense

Interest earned on cash and investments held in Trust Account

( 8,756,656 )

Changes in operating assets and liabilities:

Accrued expenses

Prepaid expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 231,150,000 )

Net cash used in investing activities

( 231,150,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of Founder shares

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from issuance of Class B ordinary shares to Sponsor

Proceeds from promissory note - related party

Proceeds from sale of Private Placement Units

Expenses paid by Sponsor under share subscription receivable

Repayment of promissory note - related party

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Net Change in Cash

Cash – Beginning

Cash – Ending

Non-cash investing and financing activities:

Cash – Beginning of period

Cash – End of period

Supplemental disclosure of cash flow information:

Share subscription receivable

Offering costs included in equity

Offering costs included in accrued offering costs

Deferred offering costs paid via promissory note – related party

Deferred offering costs paid through promissory note – related party

Accretion and remeasurement of redeemable ordinary shares to redemption value

Deferred underwriting fee payable

Offering costs paid via prepaid expense

Prepaid services contributed by Sponsor through promissory note – related party

The accompanying notes are an integral part

of the financial statements.

The accompanying notes are an integral part of

the financial statements.

DRUGS MADE IN AMERICA ACQUISITION CORP.

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DECEMBER 31, 2025

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS,

AND GOING CONCERN

Drugs Made In America Acquisition Corp.

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with one or more businesses (the “Business Combination”).

The Company has not selected any Business Combination target

and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination

target with respect to an initial Business Combination.

Although the Company may acquire a business in

any industry, it intends to focus on companies in the pharmaceutical industry.

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.

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 commenced

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All activity for the period from May 23, 2024 (inception) through December 31, 2025 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after

the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

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Private Placement Unit in a private placement to Drugs Made In America Acquisition LLC (the “Sponsor”), for $ 4,000,000 , of

which $ 1,100,000 has not yet been received and is noted as a subscription receivable, including such amounts, $ 1,100,000 , which may be

converted from the amounts advanced to the Company under the Subscription Promissory Note as described in Note 9.

Simultaneously with

the sale of the over-allotment option Units on February 18, 2025, the Sponsor purchased an additional 30,000 Private Placement Units at

a purchase price of $ 10.00 per Private Placement Unit, generating additional gross proceeds of $ 300,000 .

Transaction costs amounted to $ 8,898,201 consisting

of $ 1,150,000 of cash underwriting fees, $ 6,900,000 of deferred underwriting fees, and $ 848,201 of other offering costs.

which $ 1,100,000 was not received and included as share subscription receivable.

Since the Initial Public Offering until December 31,

2025, the Sponsor has paid $ 649,078 in expenses on behalf of the Company (including $ 108,300 related to the administrative support agreement)

and has since defaulted on the share subscription receivable (see Note 7), resulting in a share subscription receivable of $ 0 on the balance

Simultaneously with the sale of the over-allotment option Units on February 18, 2025, the Sponsor purchased an additional 30,000

Private Placement Units at a purchase price of $ 10.00 per Private Placement Unit, generating additional gross proceeds of $ 300,000 .

The Company’s management has broad discretion

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Following the closing of the Initial Public Offering

on January 29, 2025 and the over-allotment close on February 18, 2025 an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds

of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (“Trust

Account”), located in the United States and invested only in 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

government treasury obligations and/or held as cash or cash items (including in demand deposit accounts), as determined

by the Company, until the earlier of:

on January 29, 2025 and the over-allotment option closing on February 18, 2025 an amount of $ 231,150,000 ($ 10.05 per Unit) from the net

proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account

(“Trust Account”), located in the United States and invested only in 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 and/or held as cash or cash items (including in demand deposit

accounts), as determined by the Company, until the earlier of:

(i) the completion of a Business Combination;

(ii) the redemption of any Public Shares properly

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

(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination

or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination within the Combination Period

(as defined below) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business

combination activity;

and (iii) the distribution of the funds held in the Trust Account, as described below.

(ii) the redemption

of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum

and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection

with its initial business combination or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination

within the Combination Period (as defined below) or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity;

and (iii) the redemption of the Public Shares if the Company has not completed

an initial business combination within the Combination Period, subject to applicable law, as described below.

Transaction costs amounted to $ 8,898,201 consisting

of $ 1,150,000 of cash underwriting fees, $ 6,900,000 of deferred underwriting fees, and $ 848,201 of other offering costs.

The Company will provide the holders of the outstanding

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There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion

The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

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terms of a letter agreement, to vote any shares held by them in favor of the initial Business Combination.

Pursuant to the sponsor standstill,

non-voting and cooperation acknowledgement entered into on March 19, 2026 (the “Standstill Acknowledgement”), the sole member

of the Sponsor, along with her spouse, have agreed to not vote, direct the voting of, or otherwise exercise any voting rights with respect

to any shares or securities of the Company held directly or indirectly with the Sponsor.

The underwriters have agreed to waive their rights

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The Company will have until 15 months

from the closing of the Initial Public Offering to complete a Business Combination.

However, if the Company is unable to complete the

initial Business Combination within 15 months from the closing the Initial Public Offering, the time period to complete an initial

Business Combination can be extended without shareholder approval up to two times, each by an additional three months (for a total

of up to 21 months to complete an initial Business Combination) (the “Combination Period”), subject to the Sponsor depositing

into the Trust Account $ 0.10 per public share outstanding in connection with each such extension.

If the Company has not completed

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding

from the closing of the Initial Public Offering (April 29, 2026) to complete a Business Combination.

However, if the Company is unable

to complete the initial Business Combination within 15 months from the closing the Initial Public Offering, the time period to complete

an initial Business Combination can be extended without shareholder approval up to two times, each by an additional three months

(for a total of up to 21 months to complete an initial Business Combination) (the “Combination Period”), subject to the

Sponsor depositing into the Trust Account $ 0.10 per public share outstanding in connection with each such extension.

2026, the Company filed a proxy statement on form DEF14A for an extraordinary general meeting on April 27, 2026, with a proposal to amend

our Second Amended and Restated Memorandum and Articles of Association (the “Existing Charter”) by adopting an amendment to

the Existing Charter which reflects the extension of the Combination Period up to twelve (12) times from April 29, 2026 (the “Termination

Date”) to April 29, 2027, each by an additional one (1) month (each an “Extension”) for a total of 12 months after the

Termination Date, assuming a Business Combination has not occurred, so long as the Company’s sponsor deposits the lessor of $ 300,000

or $ 0.04 per non redeemed public share for each one-month extension period into the Trust Account.

There is no guarantee that the Company’s

shareholders at the extraordinary general meeting will approve this proposal.

If the Company is unable to consummate an initial business

combination within the Combination Period then effective, 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, redeem the public shares, at

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

In order to protect the amounts held

in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than

the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business

with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the

lesser of (i) $ 10.05 per Public Share and (ii) such lesser amount per Public Share held in the Trust Account as of the date

of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which

may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any

and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with

which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to

monies held in the Trust Account.

In order to protect the amounts held in the Trust

Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent

registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which

the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $ 10.05 per Public Share and (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation

of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn

to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to

seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not

be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor

will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for

the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company

does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the

Trust Account.

Going Concern Consideration

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Management plans to address

this uncertainty through Business Combination.

this uncertainty through a Business Combination.

There is no assurance that the Company’s plans to raise capital or to consummate

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might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial statement is presented

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules

and regulations of the SEC.

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

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Use of Estimates

The preparation of financial statements in conformity

with GAAP requires the Company’s 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.

The preparation of financial statements in conformity with GAAP requires

the Company’s 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 statement.

Making estimates requires management to exercise

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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

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

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

The Company has $ 1,351 in cash and no cash equivalents

as of December 31, 2024.

Deferred Offering Costs

The Company had $ 6,137 and $ 1,351 in cash and

no cash equivalents as of December 31, 2025 and 2024, respectively.

Cash and Investments Held in Trust Account

As of December 31, 2025 and 2024, cash and investments

held in the Trust Account of $ 239,906,656 and $0 , respectively, were held in money market funds which invest in U.S.

Treasury securities.

All of the Company’s cash and investments held in the Trust Account are classified as trading securities.

Trading securities are

presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of cash and investments held in the Trust Account are included in interest earned on cash and investments held in Trust Account

in the accompanying statement of operations.

The estimated fair values of cash and investments held in Trust Account are determined using

available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in

active markets for identical assets.

Offering Costs

The Company complies with the requirements of

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

Deferred offering costs consist principally of professional and registration fees that are 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.

Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB 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

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and then to the ordinary shares.

Deferred offering costs allocated to the ordinary shares were charged to temporary equity and deferred

offering costs allocated to the public and private placement rights were charged to shareholders’ deficit as public and private

placement rights after management’s evaluation were accounted for under equity treatment.

Offering costs allocated to the ordinary shares were charged to temporary equity and offering costs allocated

to the public and private placement rights were charged to shareholders’ deficit as public and private placement rights after management’s

evaluation were accounted for under equity treatment.

The Company accounts for income taxes under ASC

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recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024, there were no unrecognized

tax benefits and no amounts accrued for interest and penalties.

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

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

As of December 31, 2025 and 2024, there were no

unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review

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

The Company is considered to be an exempted Cayman

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liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying

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

Net Loss Per Ordinary Share

Net loss per share is computed by dividing net

loss by the weighted average number of ordinary shares issued and outstanding during the period, excluding ordinary shares subject to

Weighted average shares were reduced for the effect of an aggregate of 1,285,714 ordinary shares that were subject to forfeiture

depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 5).

At December 31, 2024, the Company

did not 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 loss per share is the same as basic loss per share for the period presented.

amounts represented in the balance sheets, primarily due to their short-term nature.

Redeemable Share Classification

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 ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding

instruments (i.e., Public Rights (as defined below)) and as such, the initial carrying value of Public Shares classified as temporary

equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption value immediately

as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

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 and accumulated deficit.

Accordingly, as of December 31, 2025, ordinary shares subject to possible redemption is presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s balance sheets.

Increases or decreases in the carrying amount

of redeemable shares are affected by charges against additional paid-in capital and accumulated deficit.

As of December 31, 2024, there were no shares

subject to possible redemption.

As of December 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheets

are reconciled in the following table:

Gross proceeds

$ 200,000,000

Proceeds allocated to Public Rights

( 2,978,000 )

Proceeds allocated to over-allotment option

Ordinary share issuance cost

( 7,703,027 )

Gross proceeds from exercise of over-allotment option

Proceeds allocated to Public Rights from exercise of over-allotment option

Ordinary share issuance cost from exercise of over-allotment option

( 1,047,367 )

Exercise of over-allotment option

Accretion and remeasurement of redeemable ordinary shares to redemption

Ordinary shares subject to possible redemption, December 31, 2025

$ 239,906,656

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 sheets 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 sheets date.

The underwriters’ over-allotment option is deemed to be a freestanding

financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since

it was not exercised at the time of the Initial Public Offering.

Net Income (Loss) Per Ordinary

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred

to as redeemable ordinary shares and non-redeemable ordinary shares.

Income and losses are shared pro rata between the two classes of

ordinary shares.

This presentation assumes a Business Combination as the most likely outcome.

Net income (loss) per ordinary share is

calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per

ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the private placement

of the Private Placement Units to receive an aggregate of 2,928,750 ordinary shares in the calculation of diluted income (loss) per ordinary

share, because their issuance is contingent upon future events.

The Company has considered the effect of non-redeemable

ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the

underwriters.

Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning

of the interim period to determine the dilutive impact of these shares.

The following table presents a reconciliation

of the numerator and denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

For the year ended

For the period from May 23, 2024 (inception) through December 31,

Non-redeemable

Basic net income (loss) per share:

Allocation of net income (loss)

$ ( 279,845 )

Weighted-average shares outstanding

Basic net income (loss) per ordinary share

Diluted net income (loss) per share:

Allocation of net income (loss)

$ ( 279,845 )

Weighted-average shares outstanding

Diluted net income (loss) per ordinary share

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting

Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim

basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well

as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public

entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or

loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures

currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures

required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Company adopted ASU 2023-07 the effective date.

There was no material impact to the Company’s financial statements.

In November 2024, the FASB issued Accounting Standards

Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific

expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years

beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

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

Management does not believe that any other recently issued, but not

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NOTE 4 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the

Company consummated the sale of 400,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement

to the Sponsor, for $ 4,000,000 , of which $ 1,100,000 has not yet been received and which may be converted from the amounts advanced to

the Company under the Subscription Promissory Note as described in Note 5.

Each Private Placement Unit consists of one ordinary share

and one right to receive one-eighth (1/8) of one ordinary share upon the consummation of an initial business combination.

from the sale of the Private Placement Units are added to the net proceeds from the Initial Public Offering held in the Trust Account.

Simultaneously with the sale of the over-allotment option on February 18, 2025, the Sponsor purchased an additional 30,000 Private Placement

Units at a purchase price of $ 10.00 per Private Placement Unit, generating additional gross proceeds of $ 300,000 .

If the Company does

not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 400,000 Private Placement Units at a price of $ 10.00 per Private

Placement Unit in a private placement to the Sponsor, for $ 4,000,000 , of which $ 1,100,000 was not received and included as share

subscription receivable.

Since the Initial Public Offering until December 31, 2025, the Sponsor has paid $ 649,078 in expenses on

behalf of the Company (including $ 108,300 related to the administrative support agreement) affecting the share subscription

receivable on the balance sheet to $ 450,922 .

In connection with the Standstill Acknowledgement, the Sponsor acknowledged it is

unable to fulfill the financial and operational obligations typically associated with the sponsor role, including providing working

As such, the Sponsor will not provide additional funding, and the share subscription receivable has been reduced to $ 0 as

of December 31, 2025 (see Note 7 and Note 10).

Each Private Placement Unit consists of one ordinary share and one right to receive one-eighth (1/8) of one

ordinary share upon the consummation of an initial business combination.

The proceeds from the sale of the Private Placement

Units are added to the net proceeds from the Initial Public Offering held in the Trust Account.

Simultaneously with the sale of

the over-allotment option Units on February 18, 2025, the Sponsor purchased an additional 30,000 Private Placement Units at a

purchase price of $ 10.00 per Private Placement Unit, generating additional gross proceeds of $ 300,000 .

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held

in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

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On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following

which the Sponsor holds 9,857,143 ordinary shares (the “Founder Shares”).

which the Sponsor held 9,857,143 ordinary shares (the “Founder Shares”).

All share and per share data has been retrospectively

The Founder Shares include an aggregate of up to 1,285,714 shares subject to surrender and forfeiture to the extent that the

underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted

The Founder Shares included an aggregate of up to 1,285,714 shares subject to surrender and forfeiture to the extent that the

underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted

basis, approximately 30 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including

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On January 29, 2025 the Company completed its Initial Public Offering and the over-allotment option remained unexercised.

Subsequently, on February 18, 2025, the underwriters exercised their option to purchase their over-allotment option an additional 3,000,000

Subsequently, on February 18, 2025, the underwriters exercised their over-allotment option to purchase an additional 3,000,000 Units.

As such, 1,285,714 shares are no longer subject to forfeiture.

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for office space, and administrative and support services.

Upon completion of the initial business combination or the Company’s

liquidation, the administrative services agreement will terminate, and the Company will cease paying these monthly fees.

As of December

31, 2024 no expense was incurred.

The Administrative Services Agreement was cancelled in March 2026 and the current

CEO does not have an agreement in place for current office space, and administrative and support services.

For the year ended December

31, 2025, the Company incurred $ 111,000 in administrative support fees and included in general and administrative costs on the statements

of operations.

As of December 31, 2025, $ 108,300 was recorded as a reduction in share subscription receivable on the balance sheets.

the period from May 23, 2024 (inception) through December 31, 2024, the agreement was not in effect and did not incur fees for these services.

Promissory Note — Related Party

On June 13, 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 $ 500,000 .

On June 13, 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 $ 500,000 .

On November 21, 2024, the Sponsor amended the Promissory Note to increase the amount the Company may borrow to $ 750,000 .

On December 5, 2024, the Sponsor further amended the Promissory Note to increase the amount the Company may borrow to $ 1,850,000 .

Promissory Note is non-interest bearing and shall be due and payable upon the closing of the Company’s initial business combination

or upon the Company’s dissolution, whichever occurs first.

During the period from May 23, 2024 (inception) through December 31,

2024, the Company received funds totaling approximately $ 1,700,000 from various investors on behalf of the Sponsor.

These monies represent

advances paid to the Sponsor for purchase of Founder Shares upon successful completion of the Proposed Public Offering.

The monies were

received on behalf of the Sponsor and deposited into the Company’s bank account instead of the Sponsor’s bank account.

the period from May 23, 2024 (inception) through December 31, 2024, the Company repaid approximately $ 1,200,000 of the balance due to

the Sponsor related to investments it had received on behalf of the Sponsor, resulting in a balance of approximately $ 500,000 due to the

Sponsor, which is accounted for as part of the promissory note amount on the balance sheet.

As of December 31, 2024 there was $ 662,324

On December 5,

2024, the Sponsor further amended the Promissory Note to increase the amount the Company may borrow to $ 1,850,000 .

The Promissory Note

is non-interest bearing and was repaid in full in connection with the Company’s Initial Public Offering.

During the period from

May 23, 2024 (inception) through December 31, 2024, the Company received funds totaling approximately $ 1,700,000 from various investors

on behalf of the Sponsor.

These monies represent advances paid to the Sponsor for purchase of Founder Shares upon successful completion

of the Initial Public Offering.

The monies were received on behalf of the Sponsor and deposited into the Company’s bank account

instead of the Sponsor’s bank account.

During the period from May 23, 2024 (inception) through December 31, 2024, the Company repaid

approximately $ 1,200,000 of the balance due to the Sponsor related to investments it had received on behalf of the Sponsor, resulting

in a balance of approximately $ 500,000 due to the Sponsor, which is accounted for as part of the promissory note amount on the balance

In conjunction with the Initial Public Offering $ 900,000 was repaid to the Sponsor, $ 204,000 in deferred offering costs were paid

by the Sponsor and $ 94,574 in expenses were paid by the Sponsor.

As of December 31, 2025 and 2024, there was $ 0 and $ 662,324 , respectively,

outstanding under the Promissory Note.

The Promissory Note is no longer available for drawdown as it was repaid in full and expired in

connection with the Company’s Initial Public Offering.

Consulting Agreement

In connection with the appointment of Saleem Elmasri as Chief Financial

Officer and principal financial and accounting officer of the Company on November 17, 2025, the Company entered into a master services

agreement (the “Consulting Agreement”) with Titan Advisory Services LLC for the provision of such principal financial and

accounting officer services by Mr.

Under the terms of the Consulting Agreement, the Company will pay Titan Advisory Services

LLC $ 42,000 per year, or $ 3,500 per month, for services rendered by Mr.

Elmasri as Chief Financial Officer.

For the year ended December

31, 2025, the Company did not record any amounts due under the Consulting Agreement and no amounts are recorded as outstanding.

period from August 23, 2024 (inception) through December 31, 2024, we did not incur fees for these services as the agreement had not yet

Advisory Services

The Company received advisory services from an

uncompensated related party advisor, husband to the CEO of the Company.

The role of such advisor is to assist in the day to day transactions

of the Company.

The Company received advisory services from an uncompensated related

party advisor, husband to the former CEO of the Company (the “Advisor”).

The role of such advisor was to assist in the day-to-day

transactions of the Company.

The Company has not received advisory services from the Advisor since the departure of the former CEO and

the arrangement is no longer active.

CFO Agreement

The Company’s CFO has consulting agreement

through Seaton Hill and the Company incurred $ 11,600 of expense of which $ 1,300 is included in the accrued expenses as of December 31,

Effective July 1, 2024, the Company’s prior CFO had a consulting

agreement with the Company (the “Prior CFO Agreement”).

For the year ended December 31, 2025 and for the period from May 23,

2024 (inception) through December 31, 2024, the Company has incurred $ 22,764 and $ 11,600 of expense under the Prior CFO Agreement, respectively.

As of December 31, 2025 and, 2024, $ 0 and $ 1,300 is included in accounts payable and accrued expenses on the balance sheets.

Related Party Loans

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be identical to the Private Placement Units.

As of December 31, 2024, no working capital loans were outstanding.

As of December 31, 2025 and 2024, no working capital loans were outstanding.

Amended and Restated Private Units Purchase

Agreement and Subscription Promissory Note

Simultaneously with the closing of the Initial Public Offering , the

Company has entered into an amended and restated private units purchase agreement with the Sponsor, pursuant to which the Sponsor agreed

to purchase an aggregate of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’ over-allotment

is exercised in full) at a price of $ 10.00 per Private Placement Unit ($ 4,000,000 , or an aggregate of $ 4,300,000 if the underwriters’

over-allotment is exercised in full) from the Company in the Private Placement.

Under the agreement, the Sponsor agreed to provide the

Company up to $ 1,100,000 in working capital loans under the Subscription Promissory Note, which loans shall be converted into Private

Placement Units, at the price of $ 10.00 per unit.

To the extent the amount of such loans is less than $ 1,100,000 , the Sponsor agreed that

it (or, if applicable, it and any transferees of Private Placement Units) shall surrender for cancellation any and all rights to up to

an aggregate of 110,000 Private Placement Units at $ 10.00 per unit.

Simultaneously with the closing of the Initial

Public Offering, the Company has entered into an amended and restated private units purchase agreement with the Sponsor, pursuant to

which the Sponsor agreed to purchase an aggregate of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’

over-allotment is exercised in full) at a price of $ 10.00 per Private Placement Unit ($ 4,000,000 , or an aggregate of $ 4,300,000 if the

underwriters’ over-allotment is exercised in full) from the Company in the private placement.

Under the agreement, the Sponsor

agreed to provide the Company up to $ 1,100,000 in working capital loans under the subscription promissory note, which loans shall be

converted into Private Placement Units, at the price of $ 10.00 per Unit.

To the extent the amount of such loans is less than $ 1,100,000 ,

the Sponsor agreed that it (or, if applicable, it and any transferees of Private Placement Units) shall surrender for cancellation any

and all rights to up to an aggregate of 110,000 Private Placement Units at $ 10.00 per unit.

In connection with the Standstill Acknowledgement,

the Sponsor acknowledged it is unable to fulfill the financial and operational obligations typically associated with the sponsor role,

including providing working capital.

As such, the Sponsor will not provide additional funding.

As of December 31, 2025, 45,092 ordinary

shares represent the remaining unfunded principal amount of the Subscription Promissory Note.

These shares are subject to cancellation

and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable.

The ordinary shares are presented

as issued and outstanding until such time the shares are cancelled or surrendered.

(See Note 7 and Note 10)

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European

Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and

entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid

or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia

and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created

global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any

resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital

Any of the above-mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial

Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Various social and political circumstances in

and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and

China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with

other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes

and global health epidemics), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S.

Specifically, the rising conflict between Russia and Ukraine, and the rising conflicts in the Middle East, and resulting market

volatility could adversely affect the Company’s ability to complete a Business Combination.

In response to the conflict between

Russia and Ukraine, the U.S.

and other countries have imposed sanctions or other restrictive actions against Russia.

In addition to the Russia-Ukraine conflict, the

U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets.

to critical maritime shipping routes have led major shipping companies and tanker operators to suspend or reroute operations, increasing

transit times and freight costs and causing widespread supply chain disruptions.

Insurance coverage for certain high-risk areas has become

more costly or unavailable, and regional airspace closures have adversely affected commercial aviation.

These developments have contributed

to volatility in global commodity prices, including oil, and have resulted in declines in global equity markets and increased demand for

safe-haven assets.

The evolving conflict environment has also led to heightened sanctions enforcement and increased compliance risks in

financial markets.

Any of the above factors, including sanctions,

export controls, tariffs, trade wars and other geopolitical actions, could have a material adverse effect on the Company’s ability

to complete a Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Registration Rights

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The Company granted the underwriters a 45-day

option from the date of the final prospectus, January 27, 2025, to purchase up to 3,000,000 additional Units to cover over-allotments,

option from the date of the final prospectus dated January 27, 2025, to purchase up to 3,000,000 additional Units to cover over-allotments,

if any, at the Initial Public Offering price less the underwriting discounts and commissions.

18 unchanged sentences

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

As of December 31, 2024, there

were no preference shares issued or outstanding.

As of December 31, 2025 and 2024,

there were no preference shares issued or outstanding.

Ordinary Shares — The

2 unchanged sentences

to one vote for each share.

As of December 31, 2024, there are 9,857,143 ordinary shares issued and outstanding, of which an aggregate

of up to 1,285,714 ordinary shares are subject to surrender and forfeiture to the extent that the underwriters’ over-allotment option

is not exercised in full or in part so that the number of Founder Shares will equal 30 % of the Company’s issued and outstanding

ordinary shares after the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming

Sponsor does not purchase any Public Shares in the Initial Public Offering).

On February 18, 2025 the underwriters exercised their option

to close on the full over-allotment option of 3,000,000 Units.

As such 1,285,714 ordinary shares are no longer subject to forfeiture.

On March 11, 2025, the Company issued 200,000 ordinary shares to an investor of the Sponsor for no consideration.

These shares were to be transferred from the ordinary shares held by the Sponsor.

However, new ordinary shares were issued instead.

of December 31, 2025 and 2024, there are 10,717,143 and 9,857,143 ordinary shares issued and outstanding, excluding 23,000,000 and 0 share

subject to redemption, respectively.

Of the ordinary shares outstanding at December 31, 2024, an aggregate of up to 1,285,714 ordinary

shares were subject to surrender and forfeiture to the extent that the underwriters’ over-allotment option was not exercised in

full or in part so that the number of Founder Shares would equal 30 % of the Company’s issued and outstanding ordinary shares after

the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming Sponsor does not purchase

any Public Shares in the Initial Public Offering).

In February 2025 the over-allotment option was exercised in full by the underwriters

and these shares are no longer subject to forfeiture.

Rights — Except

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Company issued to Clear Street LLC, the representative of the underwriters in the Initial Public Offering, 200,000 ordinary shares (the

“representative shares”) at the time of the consummation of Initial Public Offering and exercise of the over-allotment option.

The holders of the representative shares have agreed (i) that they will not transfer, assign or sell any such shares without our prior

consent until the completion of the 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 fails to complete its initial Business

Combination within 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing if the Company extends

the period of time to consummate a Business Combination).

“representative shares”) at the time of the consummation of Initial Public Offering and 30,000 representative shares at the

closing of the over-allotment option.

The holders of the representative shares have agreed (i) that they will not transfer, assign or

sell any such shares without our prior consent until the completion of the 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

fails to complete its initial Business Combination within 15 months from the closing of the Initial Public Offering (or up to 21 months

from the closing if the Company extends the period of time to consummate a Business Combination).

The representative shares have been deemed compensation

7 unchanged sentences

fide officers or partners.

Subscription Receivable —

On January 29, 2025, the Company issued a new unsecured subscription promissory note to the Sponsor in connection with the amended and

restated units purchase agreement (as described in Note 5) pursuant to which the Company may borrow up to an aggregate principal amount

of $ 1,100,000 working capital loans.

The Sponsor further agrees that such loans shall be converted into Private Units, at the price of

$ 10.00 per unit.

To the extent the amount of such loans is less than $ 1,100,000 , the Sponsor acknowledges and agrees that it (or, if applicable,

it and any transferees of Private Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private

Units at $ 10.00 per unit.

In connection with the Standstill Acknowledgement,

the Sponsor acknowledged it is unable to fulfill the financial and operational obligations typically associated with the sponsor role,

including providing working capital.

As such, the Sponsor will not provide additional funding.

As of December 31, 2025, 45,092 ordinary

shares represent the remaining unfunded principal amount of the Subscription Promissory Note.

These shares are subject to cancellation

and surrender provisions as a result of the Sponsor defaulting on the share subscription receivable.

The ordinary shares are presented

as issued and outstanding until such time the shares are cancelled or surrendered (see Note 10).

As such, as of December 31, 2025, the

share subscription receivable was $ 0 .

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s financial instruments that are measured at fair value as of December 31, 2025 and January 29, 2025 and indicates the

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

There were no assets or liabilities measured

at fair value as of December 31, 2024.

Cash and investments held in Trust Account

$ 239,906,656

Cash and investments held in Trust Account

$ 201,000,000

Over-allotment option

Fair value of Public Rights for ordinary shares subject to possible redemption allocation

The over-allotment option was accounted for as

a liability in accordance with ASC 815-40 and is measured at fair value at inception and on a recurring basis, with changes in fair value

presented within change in fair value of over-allotment liability in the statement of operations.

In February 2025 the over-allotment

option was exercised in full by the underwriters and ceased to exist thereafter.

The Company used a Black-Scholes model to value

the over-allotment option.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement

date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected

life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical volatility that matches

the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant

date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent

to their remaining contractual term.

The rights were valued using an iterative analysis

based on market comparable.

The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business

combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial

business combination:

Warrant Coverage

Rights Coverage (per unit)

Remaining Months to Complete

Additionally, the Company recorded the fair value

of 200,000 ordinary shares issued on March 11, 2025, which amounted to $ 1,996,000 , or $ 9.98 per ordinary share.

The fair value measurement

is classified as a Level 1 measurement as the price per ordinary share is based on the value of the ordinary shares that are publicly

The fair value of such shares was recorded through the statement of operations as the ordinary shares were issued for no consideration

and through equity.

NOTE 9 — SEGMENT INFORMATION

3 unchanged sentences

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

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

resources and assess performance.

The Company’s chief operating decision maker

has been identified as the Chief Executive Officer (“CODM”), 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 segment.

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 Executive 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 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 statement of operations as net income or

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 several key metrics, which include general and administrative

The key measures of segment profit or loss reviewed

by the CODM are general and administrative expenses.

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 Business Combination period.

CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned

with all agreements and budget.

and making key decisions regarding resource allocation, the CODM reviews key metrics, which includes general and administrative expenses

and interest earned on cash and investments held in Trust Account which are included in the accompanying statements of operations.

The key metrics included in segment profit or

loss reviewed by the CODM are interest earned on cash and investments held in Trust Account and general and administrative costs.

CODM reviews interest earned on cash and investments held in the 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.

and administrative costs 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 Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet and through the date that the financial statement was issued.

Based upon this review, other than

as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

On January 29, 2025, the Company repaid the Sponsor

$ 900,000 simultaneously with the closing of the Initial Public Offering.

On January 29, 2025, the Company has entered into

an amended and restated private units purchase agreement with the Sponsor, pursuant which the Sponsor agreed to purchase an aggregate

of 400,000 Private Placement Units (or 430,000 Private Placement Units if the underwriters’ over-allotment is exercised in full)

at a price of $ 10.00 per Private Placement Unit ($ 4,000,000 , or an aggregate of $ 4,300,000 if the underwriters’ over-allotment is

exercised in full) from the Company in the Private Placement.

Under the agreement, the Company issued a new unsecured subscription promissory

note to the Sponsor (the “Subscription Promissory Note”) to which the Company may borrow up to $ 1,100,000 in working capital

loans under the Subscription Promissory Note, which loans shall be converted into Private Placement Units, at the price of $ 10.00 per

To the extent the amount of such loans is less than $ 1,100,000 , the Sponsor agreed that it (or, if applicable, it and any transferees

of Private Placement Units) shall surrender for cancellation any and all rights to up to an aggregate of 110,000 Private Placement Units

at $ 10.00 per unit (see Note 4 and Note 5).

On January 29, 2025, the Company consummated the

Initial Public Offering of 20,000,000 Units at $ 10.00 per Unit, generating proceeds of $ 200,000,000 , which is described in Note 1 and

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 400,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in

a private placement to the Sponsor, for $ 4,000,000 , of which $ 1,100,000 has not yet been received and which may be converted from the

amounts advanced to the Company under the Subscription Promissory Note as described above.

On January 29, 2025 and February 18, 2025, the

Company issued to Clear Street LLC, the representative of the underwriters in the Initial Public Offering, an aggregate of 230,000 ordinary

shares (the “representative shares”), which is describe in Note 7.

On February 18, 2025, the underwriters exercised

their option to purchase an additional 3,000,000 Units at a purchase price of $ 10.00 per Unit, generating additional gross proceeds of

$ 30,000,000 .

Simultaneously with the sale of the over-allotment

option, the Sponsor purchased an additional 30,000 Private Placement Units at a purchase price of $ 10.00 per Private Placement Unit, generating

additional gross proceeds of $ 300,000 .

As a result of the underwriters’ election to exercise their overallotment option, 1,285,714

Founder Shares are no longer subject to forfeiture.

Following the closing of the Initial Public Offering on January 29,

2025 and the over-allotment close on February 18, 2025, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale

of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the Trust Account.

that occurred after the balance sheets and through 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, other than those

disclosed below.

Between the completion of the Affiliate’s

initial public offering on September 26, 2025 and December 31, 2025, the Affiliate’s Sponsor withdrew an aggregate amount of $ 1,345,844

from the Affiliate’s Account.

Of the aggregate Withdrawal amount, $ 325,000 was used to repay an outstanding Note to the Affiliate’s

Sponsor and $ 208,731 was used to repay other offering costs and expenses to the Affiliate’s Sponsor.

On February 12, 2026, after

the Affiliate Board directed the Affiliate’s Sponsor to return the full balance due to the Affiliate, the Affiliate Board and the

Affiliate’s CFO learned that Affiliate’s Sponsor would not be able to repay the balance due back to the Affiliate.

Based on the foregoing, on February 18, 2026, at the request of the

Affiliate Board and the Board, Lynn Stockwell agreed to tender her resignation as Chief Executive Officer, Executive Chair of the Board

and as a Board member of the Affiliate and as Chief Executive Officer, Executive Chair of the Board and as a Board member of the Company.

The Board received notification of Ms.

Stockwell’s resignation on February 28, 2026 and such resignation was effective upon receipt.

The Board accepted Ms.

Stockwell’s resignation and Ms.

Stockwell was removed as Chief Executive Officer, Executive Chair of the

Board and as a member of the Board.

As a result of the above conduct by the Affiliate’s

Sponsor and Ms.

Stockwell, the Board adopted resolutions taking the following actions:

On February 28, 2026, Ms.

Stockwell was removed as the Company’s Chief Executive Officer, Executive Chair of the Board and as a member of the Board;

On February 28, 2026, Roger Bendelac was appointed to the position of Chief Executive Officer of the Company to be effective as of the date of Ms.

Stockwell’s resignation as the Company’s Chief Executive Officer.

In connection with the change in management,

Stockwell, as the Managing Member of the sponsor group, along with her husband, entered into the Standstill Acknowledgement in which

they agreed to refrain from taking any actions with respect to the Company and to cooperate with the current management team on the transfer

of founder shares and other securities held by the sponsor when permissible.

Pursuant to the Standstill Acknowledgement, Ms.

and her spouse acknowledged that the Sponsor is unable to fulfill the financial and operational obligations typically associated with

the sponsor role, including providing working capital.

As such, the Sponsor will not provide additional funding under the Subscription

Promissory Note in place with the Company (see Notes 5 and 7).

On March 23, 2026, the Company issued an interim

convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of

$100,000 (the “Interim Loan”).

The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the

“Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment

Agreement”) described below.

The total amount outstanding under the Interim Note is $100,000.

The Interim Note has a maturity date six months

from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does

not bear interest.

Upon the consummation of initial business combination by the Company (a “Business Combination”), the outstanding

principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion

price equal to a 35 % discount to the market price of such shares at the time of conversion.

On March 23, 2026, the Company entered into the

Definitive Interim Investment and Sponsor Transition Agreement, (the “Investment Agreement”) with the Investor relating to

a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to the Company through a convertible

note investment, of which the Interim Loan represented the first tranche.

Pursuant to the Investment Agreement, the aggregate amount to

be loaned is $500,000.

The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed

The Company also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit

equivalent to sponsor-level economics.

The Investor has the right but not the obligation to provide additional funding beyond the $500,000

In connection with the Investment Agreement, the

Investor has introduced to the Company a potential business combination opportunity involving an enterprise technology platform focused

on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics

Global Corporation.

The Company has commenced preliminary due diligence

with respect to this potential opportunity.

On April 7, 2026, the Company entered into a letter of intent (the “LOI”) with

Power Analytics Global Corp., a Delaware corporation (the “Target”) for a de-SPAC transaction resulting in Target becoming

a public company.

The terms of the transaction are subject to further negotiation and execution of a business combination agreement although

it is anticipated that the valuation for Target will be approximately $1.0 billion, subject to adjustment based on due diligence, capital

structure, net debt, working capital and market conditions.

As of the date of this report, no definitive agreement has been executed,

and there can be no assurance that any business combination will result from this evaluation.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures