What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2025-02-12 · 194 added, 175 removed, 600 unchanged (38% of the section changed)

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CONDENSED BALANCE SHEETS

2024 (Unaudited)

September 30,

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Total Current Assets

Deferred offering costs

Investments held in Trust Account

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Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 5,750,000 shares issued and outstanding as of December 31, 2024 and September 30, 2024

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 5,750,000 shares issued and outstanding

Shareholders’ Equity

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

Class A ordinary shares, $ 0.0001 par value, 390,000,000 shares authorized, 458,000 shares issued and outstanding (excluding 5,750,000 shares subject to possible redemption) as of December 31, 2024 and September 30, 2024

Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of December 31, 2024 and September 30, 2024

Class A ordinary shares, $ 0.0001 par value, 390,000,000 shares authorized, 458,000 shares issued and outstanding (excluding 5,750,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding

Additional paid-in capital

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Total Shareholders’ Equity

Total Liabilities, Shares Subject to Possible Redemption, and

Shareholders’ Equity

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

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three months ended

Six months ended

General and administrative expenses

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Other income:

Interest earned on investment held in Trust Account

Income (loss) before income taxes

Interest earned on investments held in Trust Account

Income before income taxes

Income taxes provision

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1,437,500 (1)

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

(1) This number retroactively restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024.

No Founder Shares are currently subject to forfeiture (see Note 5).

(1) Retroactively restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024.

No Founder Shares are currently subject to forfeiture.

The accompanying notes are an integral part of

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

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

FOR THE SIX MONTHS ENDED MARCH 31, 2025

Ordinary Shares

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( 2,697,208 )

Balance as of December 31, 2024

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023

Balance as of March 31,

(1) Retroactively

restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment

option on July 8, 2024.

No Founder Shares are currently subject to forfeiture.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

EUREKA ACQUISITION CORP

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

FOR THE SIX MONTHS ENDED MARCH 31, 2024

Ordinary Shares

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Balance as of September 30, 2023

Balance as of December 31, 2023

(1) This number retroactively restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024.

No Founder Shares are currently subject to forfeiture (see Note 5).

Balance as of March 31,

(1) Retroactively

restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment

option on July 8, 2024.

No Founder Shares are currently subject to forfeiture.

The accompanying notes are an integral part of

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

Ended March 31,

Cash Flows from Operating Activities:

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

Interest earned on investment held in Trust Account

Interest earned on investments held in Trust Account

Changes in operating assets and liabilities:

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Supplemental Disclosure of Cash Flow Information:

Accretion of carrying value to redemption value of Class A redeemable ordinary shares

Accretion of carrying value to redemption value

Deferred offering costs included in accrued offering costs

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2024

March 31, 2025

Note 1 — Organization,

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The Company has selected September 30 as its fiscal year end.

As of December 31, 2024, the Company had not commenced

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

any operations.

For the period from June 13, 2023 (inception) through December 31, 2024, the Company’s efforts have been limited

For the period from June 13, 2023 (inception) through March 31, 2025, the Company’s efforts have been limited

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

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Going Concern Consideration

As of December 31, 2024, the Company had

As of March 31, 2025, the Company had $ 354,762

of cash and a working capital of $ 345,709 .

The Company has incurred and expects to continue to incur significant costs in

pursuit of its financing and acquisition plans.

The Company currently has no commitments in place to receive such financing and

there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company initially has

until July 3, 2025 to consummate the initial Business Combination (assume no extensions).

If the Company does not complete a

Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation

pursuant to the terms of the amended and restated memorandum and articles of association.

Notwithstanding management’s belief

that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination

might not be completed within the 12-month period from the issuance date of these financial statements.

In connection with the

Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s

Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management

has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises

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

Therefore, management has determined that such

additional conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of

the consummation of the Business Combination or the date the Company is required to liquidate.

The financial statements do not

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

The Company has incurred and expects to continue to incur significant costs in pursuit of its

financing and acquisition plans.

The Company currently has no commitments to receive such financing and there is no assurance that the

Company’s plans to raise capital will be successful.

In addition, the Company initially has until July 3, 2025 to consummate the

initial Business Combination (assume no extensions).

If the Company does not complete a Business Combination within the Combination Period,

the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum

and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business

strategy, there is a possibility that Business Combination might not be completed within the 12-month period from the issuance date of

these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with

Financial Accounting Standards Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements

- Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential

subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability

to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to

The financial statements do not include any adjustments that might result from the Company’s inability to continue as

a going concern.

Risks and Uncertainties

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions as well as the impact

of armed conflict in Israel and the Gaza Strip commenced in October 2023, the Company’s ability to consummate a Business Combination,

Various social and political circumstances in

and around the world (including rising trade tensions between the U.S.

and China, and other uncertainties regarding actual and

potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased market

volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

As a result of these circumstances and the ongoing

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

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

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The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

of these uncertainties.

Note 2 — Significant Accounting

Basis of Presentation

The accompanying unaudited condensed financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed

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 SEC.

In the opinion of management, all adjustments consisting

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

results for the three months ended December 31, 2024 are not necessarily indicative of results that may be expected through September

30, 2025 or for any future periods.

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

on Form 10-K as filed with the SEC on December 26, 2024.

The accompanying condensed balance sheet as of September 30, 2024 has been

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

In the opinion of management, all

adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements,

have been included.

Interim results for the three and six months ended March 31, 2025 are not necessarily indicative of results that

may be expected through September 30, 2025 or for any future periods.

These financial statements should be read in conjunction with

the Company’s 2024 Annual Report on Form 10-K as filed with the SEC on December 26, 2024.

The accompanying condensed balance

sheet as of September 30, 2024 has been derived from the audited balance sheet included in the Form 10-K.

Emerging Growth Company Status

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Cash and Cash Equivalents

The Company considers all

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

December 31, 2024 and September 30, 2024, the Company had $ 552,031 and $ 670,352 in cash, respectively, and none in cash equivalents

for both periods.

The Company considers all short-term investments

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

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

the Company had $ 354,762 and $ 670,352 in cash, respectively, and none in cash equivalents for both periods.

Concentration of Credit Risk

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adverse impact on the Company’s financial condition.

As of December 31, 2024 and September 30, 2024, the Company has not experienced

As of March 31, 2025 and September 30, 2024, the Company has not experienced

losses on these accounts.

Investments Held in Trust Account

The Company’s portfolio of investments held

in the Trust Account is comprised of investments in U.S.

The Company’s portfolio of investments

held in the Trust Account is comprised of investments in U.S.

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

These securities

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

Earnings on investments held in the Trust Account

are included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair

value of investments held in the Trust Account is determined using available market information.

Upon maturity of these U.S.

securities on December 12, 2024, the Company invested the proceeds into an interest-bearing demand deposit account, which comprised the

entire balance of the Trust Account as of December 31, 2024 and earned approximately $ 100,530 interest income during that period.

Offering Costs Associated with the IPO

Offering costs were $ 1,600,914 consisting principally

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

equity upon the completion of the IPO.

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin

(“SAB”) Topic 5A - “Expenses of Offering”.

The Company allocates offering costs among public shares, public rights

and Private Units based on the relative fair values of public shares, public rights and Private Units and all of offering costs were recognized

by the Company during the three months ended September 30, 2024.

Accordingly, $ 1,554,984 was allocated to public shares and charged to

temporary equity, and $ 45,930 was allocated to public rights and Private Units and charged to shareholders’ equity.

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

Earnings on investments held in the

Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair value of investments held in the Trust Account is determined using available market information.

Upon maturity of

government securities on December 12, 2024, the Company invested the proceeds into an interest-bearing demand deposit

account, which comprised the entire balance of the Trust Account as of March 31, 2025 and earned $ 594,603 and $ 1,288,659 of interest

income during the three and six months ended March 31, 2025, respectively.

The Company accounts for the public rights and

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Class A ordinary shares subject to possible

The Company accounts for its Class A ordinary

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

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

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

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

will be classified as temporary equity.

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

In accordance

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

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

Given that the 5,750,000 Class A ordinary shares sold

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

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

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

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

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

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

has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings,

as a charge against additional paid-in-capital over an expected 12-month period, which is the initial period that the Company has

to complete a Business Combination.

The Company accounts for its Class A

ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing

Liabilities from Equity” (ASC 480).

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

liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) will be classified as temporary equity.

At all other times, ordinary shares

will be classified as shareholders’ equity.

In accordance with ASC 480-10-S99, the Company classifies the Class A

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

Given that the 5,750,000 Class A ordinary shares sold as part of the Units in the IPO were issued with other

freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity

has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument will

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

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

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

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

The Company has elected to

recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge

against additional paid-in-capital over an expected 12-month period (ending July 2025), which is the initial period that the Company has to

complete a Business Combination.

The Company uses the effective interest method to calculate the periodic accretion under which

the accreted redemption value equals the redemption amount on the earliest redemption date and recorded $ 699,848 accretion of Class A

ordinary shares to redemption value for the three months ended December 31, 2024.

Additionally, interest earned in the Trust Account

is recognized as an increase to the redemption value immediately as it is earned.

For the three months ended December 31, 2024, the Company

recorded $ 694,056 interest income as a remeasurement of carrying value to redemption value.

Accordingly, as of December 31, 2024, Class A

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

the accreted redemption value equals the redemption amount on the earliest redemption date and recorded $ 1,408,549 accretion of

Class A ordinary shares to redemption value for the six months ended March 31, 2025.

Additionally, interest earned in the Trust

Account is recognized as an increase to the redemption value immediately as it is earned.

For the six months ended March 31, 2025,

the Company recorded $ 1,288,659 of interest income as a remeasurement of carrying value to redemption value.

Accordingly, as of March 31, 2025, Class A ordinary

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

equity on the Company’s balance sheet in the following table:

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Accretion of carrying value to redemption value

Subsequent measurement of ordinary shares to redemption value

Class A ordinary shares subject to possible redemption – September 30, 2024

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Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption – December 31, 2024

Class A ordinary shares subject to possible redemption – March 31, 2025

Net Income (Loss) Per Ordinary Share

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The calculation of diluted income per ordinary

share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the units

share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights

is contingent upon the occurrence of future events.

As of December 31, 2024, the Company did not have any dilutive securities

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

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

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

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

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

The net income (loss) per share presented in the

unaudited condensed statements of operations is based on the following:

For the Three Months Ended

December 31, 2024

For the Three Months Ended

December 31, 2023

Three Months Ended

Six Months Ended

Net income (loss)

Accretion of Class A ordinary shares to redemption value

( 1,393,904 )

Net loss including accretion of Class A ordinary shares to redemption value

$ ( 851,886 )

For the Three Months Ended

December 31, 2024

For the Three Months Ended

December 31, 2023

Net loss including accretion of Class A ordinary shares

to redemption value

For the Three Months Ended March 31,

Non-redeemable

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Allocation of net loss

$ ( 640,682 )

$ ( 211,204 )

Accretion of Class A ordinary shares subject to possible redemption to redemption value

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Basic and diluted weighted average shares outstanding

1,437,500 (1)

Basic and diluted net income (loss) per ordinary share

(1) Retroactively restated to include an aggregate of 187,500

Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024.

For the Six Months Ended March 31,

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net loss

Accretion of Class A ordinary shares subject

to possible redemption to redemption value

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

(1) Retroactively restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024.

No Founder Shares are currently subject to forfeiture.

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

and penalties as of December 31, 2024.

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

payments, accruals or material deviation from its position.

and penalties as of March 31, 2025.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

There is currently no taxation imposed on income

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December 15, 2024.

The Company is currently evaluating the impact of adopting ASU No.

2023-07 on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and usefulness

of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted

for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the

impact of adopting ASU 2023-09 on its financial statements.

As a Cayman Island entity, the Company is not subject to income taxes, as

such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

Management does not believe that any other recently

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purchase price of $ 25,000 , or approximately $ 0.02 per share.

As of December 31, 2024, there were 1,437,500 Founder Shares issued and outstanding,

As of March 31, 2025, there were 1,437,500 Founder Shares issued and outstanding,

among which, up to 187,500 Founder Shares were subject to forfeiture if the underwriters’ over-allotment was not exercised.

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to forfeiture.

On March 20, 2025, in connection with the appointment

Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share

Purchase Option”) to Mr.

Johnson, entitling Mr.

Johnson to acquire 10,000 Founder Shares upon the exercise of the Share Purchase

Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.

The Company has

entered into an indemnity agreement with Mr.

Johnson in connection with his appointment.

The estimated fair value of the Share Purchase

Option at the grant date was $ 102,632 , which will be recorded as a stock-based compensation expense upon the exercise of the option pursuant

to the terms and conditions in the purchase agreement at the earlier of (i) six months after the completion of a Business Combination

and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction

that results in all of the Company’s shareholders having the right to exchange their ordinary shares of the Company for cash, securities

or other property.

Notwithstanding the foregoing, Mr.

Johnson may exercise, with respect to 50 % of Founder Shares underlying the Share

Purchase Option, if the last sale price of the Class A ordinary shares of the Company equals or exceeds $ 12.00 per share (as adjusted

for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30 -trading day period commencing from the Company’s initial Business Combination, and at or before 5:00 p.m., New

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

a Business Combination within the required time periods and July 1, 2029, five years from the effective date of the Registration Statement,

but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 10,000 ordinary shares of the Company, including

Founder Shares and/or any Class A ordinary shares issuable upon the conversion of such Founder Shares, currently held by the Sponsor acquired

from the Company prior to the completion of the IPO.

The Founder Shares are identical to the Class A

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Promissory Note — Related Party

On September 30, 2023, the Sponsor has agreed

On September 30, 2023, the Sponsor agreed

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

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on July 3, 2024.

As such, there was no loan outstanding as of December 31, 2024 and September 30, 2024.

As such, there was no loan outstanding as of March 31, 2025 and September 30, 2024.

Working Capital Loans

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The units would be identical to the Private Units.

As of December 31, 2024 and September 30,

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

the Company had no borrowings under the Working Capital Loans.

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paying these monthly fees.

The Company incurred $ 30,000 and $ 0 for the three months ended December 31, 2024 and 2023, respectively, of

which $ 10,000 was included in the amount due to a related party as of December 31, 2024 and September 30, 2024.

The Company incurred $ 60,000 and $ 0 for the six months ended March 31, 2025 and 2024, respectively, and $ 30,000 and $ 0 for the three months ended March 31, 2025 and 2024,

respectively, of which

$ 10,000 was included in the amount due to a related party as of March 31, 2025 and September 30, 2024.

Note 6 — Commitments and

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with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets.

Any fees under these agreements are only earned by the financial advisors, and do not become due and payable to them until the Company

completes an initial Business Combination with a target identified by that financial advisor.

As of the financial statements issue date,

the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor

is not probable.

Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not

become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial

As of the financial statements issue date, the Company has determined that the possibility of the business combination with any

potential target identified by a financial advisor is not probable.

Note 7 — Shareholders’

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

As of December 31, 2024 and September 30,

As of March 31, 2025 and September 30,

2024, there were no preference shares issued or outstanding.

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There were 458,000 Class A ordinary shares

issued or outstanding (excluding 5,750,000 Class A ordinary shares subject to possible redemption) as of December 31, 2024 and September

issued or outstanding (excluding 5,750,000 Class A ordinary shares subject to possible redemption) as of March 31, 2025 and September

Class B Ordinary Share — The

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option in full on July 8, 2024, all 187,500 Class B ordinary shares were no longer subject to forfeiture.

As of December 31, 2024 and

September 30, 2024, there were 1,437,500 Class B ordinary shares issued and outstanding,

As of March 31, 2025 and September

30, 2024, there were 1,437,500 Class B ordinary shares issued and outstanding,

Prior to the initial Business Combination, only

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to deliver securities to the holders of the rights upon consummation of an initial Business Combination.

Accordingly, the rights may

expire worthless.

As of December 31, 2024, there were a total of 5,978,000 rights outstanding, which can be converted into 1,195,600

Class A ordinary share upon consummation of the initial Business Combination.

Accordingly, the rights may expire

As of March 31, 2025, there were a total of 5,978,000 rights outstanding, which can be converted into 1,195,600 Class A

ordinary share upon consummation of the initial Business Combination.

Note 8 — Fair Value Measurements

The following tables present information about

the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2024 and September 30, 2024, and indicate

the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2025 and September 30, 2024, and indicate

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

Quoted Prices in

Quoted Prices

Other Unobservable

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September 30,

Quoted Prices in

Quoted Prices

Other Unobservable

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that occurred after the balance sheet date through the date when these unaudited condensed financial statements were issued.

this review, the Company did not identify any other subsequent events that would require adjustment or disclosure in the financial statements.

this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements