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Item 1. Financial Statements

2026-02-10 compared with 2025-08-11 · 537 added, 427 removed, 454 unchanged (68% of the section changed)

1 unchanged sentence

EUREKA ACQUISITION CORP

CONDENSED BALANCE SHEETS

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

2025 (Unaudited)

September 30,

2 unchanged sentences

Total Current Assets

Deferred offering costs

Investments held in Trust Account

2 unchanged sentences

Accounts payable and accrued expenses

Due to a related party

Public shareholder redemption payable

Due to related party

Promissory note - related party

Total Current Liabilities

1 unchanged sentence

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 2,930,233 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 2,930,233 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

Retained earnings

Total Shareholders’ Equity

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

Class A ordinary shares subject to possible redemption, $ 0.0001 par value,

390,000,000 shares authorized, 2,930,233 shares and 2,930,233 shares issued and

outstanding as of December 31, 2025 and September 30, 2025, respectively

Shareholders’ (Deficit) 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 2,930,233 shares subject

to possible redemption) as of December 31, 2025 and September 30, 2025

Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized,

1,437,500 shares issued and outstanding as of December 31, 2025

and September 30, 2025

Retained earnings (accumulated deficit)

( 1,493,105 )

Total Shareholders’ (Deficit) Equity

( 1,492,915 )

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

EUREKA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Nine Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses

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Interest earned on investments held in Trust Account

Income before income taxes

(Loss) income before income taxes

Income taxes provision

Net income (loss)

$ ( 113,248 )

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

1,437,500 (1)

Net (loss) income

$ ( 118,289 )

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject

to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible

Basic and diluted weighted average shares outstanding, non-redeemable Class A and

Class B ordinary shares

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

(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.

these unaudited condensed consolidated financial statements.

EUREKA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2025

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

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

Ordinary Shares

Preference Shares

Retained Earnings

Shareholders’

Balance as of March 31, 2025

Balance as of September 30, 2025

$ ( 625,463 )

Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)

Accretion of carrying value to redemption value

Term extension fee

Balance as of December 31, 2025

$ ( 1,493,105 )

$ ( 1,492,915 )

Balance as of June 30, 2025

FOR THE NINE MONTHS ENDED JUNE 30, 2025

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

Ordinary Shares

Preference Shares

Shareholders’

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( 1,393,904 )

( 4,020,624 )

Balance as of June 30, 2025

(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.

Balance as of December 31, 2024

(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, 2025.

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

EUREKA ACQUISITION CORP

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

FOR THE THREE MONTHS ENDED JUNE 30, 2024

Ordinary Shares

Shareholder’s

Preference Shares

Balance as of March 31, 2024

Balance as of June 30, 2024

$ ( 118,573 )

FOR THE NINE MONTHS ENDED JUNE 30, 2024

Ordinary Shares

Shareholder’s

Preference Shares

Balance as of September 30, 2023

Balance as of June 30, 2024

$ ( 118,573 )

(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 CORPS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months

Ended June 30,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net income (loss)

Net (loss) income

$ ( 118,289 )

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

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

Interest earned on investments held in Trust Account

( 1,894,408 )

Changes in operating assets and liabilities:

Prepaid expenses

Due to related party

Due to a related party

Accounts payable and accrued expenses

Net Cash Used in Operating Activities

Cash Flows from Investing Activities:

Cash deposited in trust account

Net Cash Used in Investing Activities

Cash Flows from Financing Activities:

Borrowings via promissory note – related party

Payment of deferred offering costs

Advance from related party

Proceeds from issuance of promissory note to related party

Net Cash Provided by Financing Activities

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Supplemental Disclosure of Cash Flow Information:

Accretion of carrying value to redemption value

Reversal of deferred offering cost being waived

$ ( 100,000 )

Formation costs paid by related party

Public shareholder redemption payable

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

these unaudited condensed consolidated financial statements.

EUREKA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2025

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Note 1 — Organization,

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Eureka Acquisition Corp (the “Company”

is a blank check company incorporated in the Cayman Islands on June 13, 2023.

The Company was formed for the purpose of entering

into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with

one or more businesses or entities, which is referred to as a “target business” (the “Business Combination”).

The Company has not entered into an agreement with any target business for its initial business combination.

The Company’s efforts

to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus

The Company may consummate a Business Combination with an entity located in People’s Republic of China (“PRC”

including Hong Kong and Macau).

Further, due to the fact that a majority of the Company’s executive officers and directors

are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including

non-China or non-Hong Kong-based target companies, and such perception may potentially limit or negatively impact its search

for an initial Business Combination or may therefore make it more likely for the Company to consummate a Business Combination with a company

based in or having the majority of its operations in PRC and/or Hong Kong.

The Company has selected September 30 as its fiscal

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

or “EURK”) is a blank check company incorporated in the Cayman Islands on June 13, 2023.

The Company was formed for the

purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business

combination with one or more businesses or entities, which is referred to as a “target business” (the “Business Combination”).

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

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

any operations.

For the period from June 13, 2023 (inception) through June 30, 2025, the Company’s efforts have been limited

For the period from June 13, 2023 (inception) through December 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

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

The Company will not generate any operating revenues until

after the completion of a Business Combination, at the earliest.

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

and/or interest income from the proceeds derived from the IPO and sale of Private Units (as defined below).

subsequent to the IPO, identifying a target company for a Business Combination and preparing the Transactions (as defined below).

Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will

generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private

Units (as defined below).

The Company’s management has broad discretion

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The Company’s ability to commence operations

is contingent upon obtaining adequate financial resources through the initial Business Combination.

is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a private placement to the initial shareholder

(see Note 4).

The registration statement on Form S-1 in connection

with the IPO was declared effective on July 1, 2024.

On July 3, 2024, the Company consummated its IPO of 5,000,000 units (“Units”).

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive one-fifth of one Class A ordinary

share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $ 10.00 per Unit, generating

total gross proceeds of $ 50,000,000 .

On July 3, 2024, the underwriter notified the Company of its exercise of the over-allotment option

in full to purchase an additional 750,000 Units (the “Option Units”) of the Company (the “Over-Allotment Option”).

As a result, on July 8, 2024, 750,000 Units were sold to the underwriter at an offering price of $ 10.00 per Option Unit (the “Option

Units” and together with the Units, collectively, the “Public Units”), generating additional gross proceeds of $ 7,500,000 .

with the for the Company’s IPO was declared effective on July 1, 2024.

On July 3, 2024, the Company consummated its IPO of 5,000,000

units (“Units”).

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive one-fifth

of one Class A ordinary share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $ 10.00

per Unit, generating total gross proceeds of $ 50,000,000 .

On July 3, 2024, the underwriter notified the Company of its exercise of the

over-allotment option in full to purchase additional 750,000 Units (the “Option Units”) of the Company (the “Over-Allotment

As a result, on July 8, 2024, 750,000 Units were sold to the underwriter at an offering price of $ 10.00 per Option Unit

(the “Option Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds

of $ 7,500,000 .

Simultaneously with the consummation of the IPO

1 unchanged sentence

to the Sponsor, at a price of $ 10.00 per Initial Private Placement Unit, generating total proceeds of $ 2,167,500 , which is described in

Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of an additional

Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250

units (the “Additional Private Units” and together with the Initial Private Placement Units, collectively, the “Private

Units”) to the Sponsor at a purchase price of $ 10.00 per Additional Private Unit, generating additional gross proceeds of $ 112,500 .

Units”) to the Sponsor at a purchase price of $ 10.00 per Additional Private Unit, generating gross proceeds of $ 112,500 .

Transaction costs amounted to $ 1,600,914 consisting

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

amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the

obligation to redeem 100 % of our public shares if the Company does not complete the Company’s initial Business Combination within

the prescribed period as provided in the Company’s amended and restated memorandum and articles of association (the “Combination

Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination

activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete their initial

Business Combination within the Combination Period, subject to applicable law.

In no other circumstances will a public shareholder have

any right or interest of any kind to or in the Trust Account.

June 2025 Extraordinary General Meeting

On June 30, 2025, the Company held an extraordinary

general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting, the shareholders

of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated

Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and

may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for

a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended

and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025

to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an

additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

The Company agreed

that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.

In connection with the Extraordinary General Meeting, 2,819,767 Class

A ordinary shares of the Company were rendered for redemption, and approximately $ 29.45 million was released from the Trust Account to

pay such redeeming shareholders.

As of June 30, 2025, the Company accrued approximately $ 29.45 million redemption payment liability on

its balance sheet.

Trust Amendment

In connection with the Extraordinary General Meeting,

the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the

Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

The Trust Amendment provides that, among the others,

for each Monthly Extension, the amount of $ 150,000 (the “Monthly Extension Fee”) shall be deposited into the Trust Account,

and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since July

3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for the Monthly

Extension Fee.

If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately

cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to

complete a business combination within the prescribed timeline.

Pursuant to the Current Charter, the Company currently

has until September 3, 2025 to complete its business combination, which may be extended up to July 3, 2026 by Monthly Extensions.

the date hereof, an aggregate of $ 300,000 of the Monthly Extension Fee has been deposited into the Trust Account.

amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation

to redeem 100 % of our public shares if the Company does not complete the Company’s initial Business Combination within the prescribed

period as provided in the Company’s amended and restated memorandum and articles of association (the “Combination Period”)

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

redemption of all of the Company’s public shares if the Company is unable to complete their initial Business Combination within

Combination Period, subject to applicable law.

In no other circumstances will a public shareholder have any right or interest of any kind

to or in the Trust Account.

The Company will provide the holders of public

11 unchanged sentences

target within the applicable time period, if at all.

The Company currently has until September 3, 2025

(or up to July 3, 2026 if fully extended) to complete its initial Business Combination.

If the Company is unable to complete its initial

Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended), 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,

The Company will have until up to July 3, 2026

(if the Company fully extends the Combination Period) to complete its initial Business Combination.

If the Company is unable to complete

its initial Business Combination by March 3, 2026 (or up to July 3, 2026 if fully extended), 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 a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will

completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

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

its initial Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended).

interest (less up to $ 50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable)) divided by the number

of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject

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

There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will

expire worthless if the Company fails to complete its initial Business Combination by July 3, 2026 if fully extended.

On March 20, 2025, the Company’s board of

directors accepted the resignation of Dr.

Anthony Wong, the independent director, resigning from his position as a director of the

Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr.

Cameron Richard Johnson as the independent

director of the Company to fill the vacancy, effective immediately.

Cameron Richard Johnson was also appointed as the chairperson

of the Audit Committee and a member of the Compensation Committee.

The Company entered into an Indemnity Agreement with Mr.

March 20, 2025, accordingly.

In connection with the appointment of Mr.

as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase Option”)

Johnson, entitling Mr.

Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the “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.

On September 29, 2025, 17358750 Canada Inc., a

company incorporated under the Canada Business Corporations Act and a wholly owned subsidiary of Eureka, was formed in connection with

a contemplated business combination.

Amalgamation Sub has no principal operations or revenue producing activities.

Proposed Business Combination with Marine Thinking

On October 29, 2025, the Company entered into

a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”),

with Marine Thinking Inc.

(“Marine Thinking”), an autonomous ship and fleet solution providing company incorporated under

the Canada Business Corporations Act (“CBCA”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned

subsidiary of Eureka (the “Amalgamation Sub,” together with Eureka and Marine Thinking, the “Parties, “and each,

The BCA contemplates that the business combination

among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time

when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), Eureka shall complete the

deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration,

the domestication to Canada under the CBCA (the “SPAC Continuance”).

Upon the completion of the SPAC Continuance, the name

of Eureka shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name

as the Parties may agree on;

and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and

in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and

the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions

prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the

CBCA (the “Amalgamation”).

Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary

The Continuance, the Amalgamation, and the other

transactions contemplated by the BCA are hereinafter referred to as the “Transactions.”

Support Agreement

Concurrently with the execution of the BCA, the

Sponsor, Eureka and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among

other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any

action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record

or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval and adoption

of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination,

and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine

and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).

Voting Agreement

Concurrent with the execution and delivery of

the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”),

have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among

other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking

(“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which

the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record

or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement)

(the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and

any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with

other alternative business combinations other than the Business Combination with Eureka;

and (ii) not to transfer any Subject Shares until

the Expiration Time (as defined in the Voting Agreement).

Registration Rights Agreement

The BCA contemplates that, at the Closing, Eureka,

the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration

rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant

to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration

Rights Agreement).

Lock-Up Agreements

The BCA contemplates that at the Closing, each

of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”),

pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the

Sponsor immediately prior to the Closing;

and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC

Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or

other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities

convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing.

The lock-up period commences

on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or

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

results in all of Eureka’s shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for

cash, securities or other property.

Option Purchase Agreement

On July 6, 2025, the Sponsor and Marine Thinking

entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”), pursuant to

which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333

SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase price of $ 1,750,000 .

The aggregate exercise

price of the option itself is $1.00 for all of the Option Securities.

The options are exercisable for the period commencing on the

expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July

2, 2024 entered into by and among Eureka, the Sponsor and certain other parties in connection with the IPO) and ending on July 5, 2026.

September 23, 2025, Marine Thinking entered into an option assignment agreement (the “Option Assignment Agreement”) and assigned

its rights, interests and obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders

of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking.

Finder’s Agreement

On April 1, 2025, Eureka entered into a finder’s

agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”),

pursuant to which the Finder agreed to introduce potential targets to Eureka.

If Eureka consummates a business combination with one or

more targets introduced by the Finder during the term of the Finder’s Agreement and a period of twelve (12) months following the

termination of the Finder’s Agreement, then Eureka shall issue to the Finder or its designated affiliates, upon the completion of

each business combination(s) and as complete and full compensation for the Finder under Finder’s Agreement, a number of SPAC Class

A Shares equal to the quotient obtained by dividing 3 % of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined

June 2025 Shareholder Meeting

On June 30, 2025, the Company held an extraordinary

general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting, the shareholders

of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated

Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and

may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for

a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended

and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3,

2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each

by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.

In connection with the Extraordinary General Meeting,

2,819,767 Class A Ordinary Shares were rendered for redemption, and approximately $ 29 million was released from the Trust Account

to pay such redeeming shareholders.

Trust Amendment

In connection with the Extraordinary General Meeting,

the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the

Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

The Trust Amendment provides that, among other

things, for each Monthly Extension, the amount of $ 150,000 (the “Monthly Extension Fee”) shall be deposited into the Trust

Account, and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since

July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for

the Monthly Extension Fee.

If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall

immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company

failed to complete a business combination within the prescribed timeline.

Extensions and Extension Notes

Pursuant to the Current Charter, the Company currently

has until March 3, 2026 (or up to July 3, 2026 if fully extended) to complete its business combination.

If the Company is unable to complete

its initial Business Combination by the Combination Period, 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 a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of

taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors,

liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to its public rights or private

placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by the Combination Period.

As of the date hereof, an aggregate of $ 1,200,000

of the Monthly Extension Fee has been deposited into the Trust Account, among which $ 150,000 was paid by the Company from its working

capital and $ 1,050,000 was paid by the Sponsor.

In connection with the Sponsor’s payment of the Monthly Extension Fee, the Company

issued seven unsecured promissory notes in the aggregate principal amount of $ 1,050,000 (the “Extension Notes”) to the Sponsor.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a Business Combination

or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right, but not the obligation, to convert the Extension Notes,

in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Class

A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination.

The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing

(x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .

Going Concern Consideration

As of June 30, 2025, the Company had $ 274,174 of cash and a working

capital of $ 94,338 (excluding public shareholder redemption payable as redemptions are paid out of the Trust Account).

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 has until September 3, 2025 (or up to July 3, 2026 if fully extended) to consummate the initial Business Combination.

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.

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 liquidate.

The financial statements do not include

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

As of December 31, 2025, the Company had $ 32,797

of cash and a working capital deficit of $ 1,492,915 .

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 has until July 3, 2026 to consummate the

initial Business Combination (assume 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the Company’s

inability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments that

might result from the Company’s inability to continue as a going concern.

Risks and Uncertainties

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,

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,

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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a Business Combination are not yet determinable.

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

of these uncertainties.

The unaudited condensed consolidated financial statements do not include any adjustments

that might result from the outcome 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 consolidated

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

GAAP”) and pursuant to the rules and regulations of the SEC.

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

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

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

30, 2026 or for any future periods.

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on Form 10-K as filed with the SEC on December 26, 2025.

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

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

Principles of consolidation

The audited consolidated financial statements

include the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances between the Company and

its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company Status

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

As of June 30, 2025 and September 30, 2024,

As of December 31, 2025 and September 30,

2025, the Company had $ 32,797 and $ 51,431 in cash, respectively, and none in cash equivalents for both periods.

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adverse impact on the Company’s financial condition.

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

As of December 31, 2025 and September 30, 2025, 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 as of September 30, 2024, was 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 as of September 30, 2024, at fair value at the end of each reporting

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.

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.

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 June 30,

2025 and earned $ 605,749 and $ 1,894,408 (which includes the earnings on the U.S.

government treasury bills through their maturity

date) of interest income during the three and nine months ended June 30, 2025, respectively.

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, 2025 and earned approximately $ 299,353 and $ 694,056 interest income during three

months ended December 31, 2025 and 2024, respectively.

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.

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’

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” (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.

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

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.

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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 (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 $ 2,126,216 accretion

of Class A ordinary shares to redemption value for the nine months ended June 30, 2025.

Additionally, interest earned in the Trust Account

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

For the nine months ended June 30, 2025, the Company

recorded a remeasurement of carrying value to redemption value of $ 1,894,408 as a result of interest income during the period.

Accordingly, as of June 30, 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:

has elected to recognize the changes in redemption value as a charge against additional paid-in capital or, in the absence of additional paid-in capital,

as a charge against retained earnings over an expected 12-month period, 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.

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, 2025,

the Company recorded $ 299,353 interest income as a remeasurement of carrying value to redemption value.

Accordingly, as of December 31, 2025 and September

30, 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:

Gross proceeds from IPO

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( 29,451,965 )

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

Extension fees

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

Accretion of carrying value to redemption value

Cash deposited in trust account for term extension

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

Net Income (Loss) Per Ordinary Share

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requirements of FASB ASC 260, Earnings Per Share.

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

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

In order to determine

the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed

income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using

the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average

number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement of the accretion to redemption value

of the common shares subject to possible redemption was deemed to be dividends paid to the public shareholders.

The unaudited condensed consolidated statements of operations include a presentation

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

order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered

the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss)

is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based

on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement of the accretion

to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

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 rights

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

is contingent upon the occurrence of future events.

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

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

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

As of December 31, 2025 and September 30, 2025, the Company did not have any dilutive

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

of the Company.

As a result, 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

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Three Months Ended

Nine Months Ended

Net income (loss)

Net (loss) income

$ ( 118,289 )

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( 1,393,904 )

( 4,020,624 )

Net loss including accretion of Class A ordinary shares

to redemption value

$ ( 969,038 )

$ ( 2,716,352 )

$ ( 113,248 )

For the Three Months Ended June 30,

Class A Ordinary Shares

Non-redeemable

Class A Ordinary Shares

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net loss

$ ( 728,791 )

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

$ ( 867,642 )

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

$ ( 851,886 )

Basic and diluted net income (loss) per ordinary share

For the Nine Months Ended June 30,

Class A Ordinary Shares

For the Three Months

December 31, 2025

For the Three Months

December 31, 2024

Non-redeemable

Redeemable Class A Ordinary Shares

Non-redeemable

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$ ( 211,204 )

Accretion of Class A ordinary shares subject

to possible redemption to redemption value

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

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.

No Founder Shares are currently subject to forfeiture.

Fair Value of Financial Instruments

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

and penalties as of June 30, 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.

and penalties as of December 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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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

The Company will be required to adopt ASU 2023-07 using the retrospective method of adoption in its annual financial statements

for the year ending September 30, 2025, and in its interim financial statements for the three months ending December 31, 2025.

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.

The Company adopted ASU 2023-09 on October

adoption of the ASU did not have any impact on its financial statements.

Management does not believe that any other recently

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On July 8, 2025, 750,000 Option Units were sold to the underwriter at an offering

price of $ 10.00 per Option Unit, generating additional gross proceeds of $ 7,500,000 .

price of $ 10.00 per Option Unit, generating gross proceeds of $ 7,500,000 .

Note 4 — Private Placement

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except as described below.

Simultaneously with the closing of the Option Units on July 8, 2024, the Company consummated the sale of an

additional 11,250 Private Placement Units to the Sponsor at a price of $ 10.00 per Additional Private Placement Unit, generating additional

gross proceeds of $ 112,500 .

Simultaneously with the closing of the Option Units on July 8, 2025, the Company consummated the sale of additional

11,250 Private Placement Units to the Sponsor at a price of $ 10.00 per Additional Private Placement Unit, generating total proceeds of

There will be no redemption rights or liquidating

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The rights will expire worthless if the Company does not

consummate a Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended).

consummate a Business Combination by the Combination Period.

Each Private Unit is identical to the Public Units

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

As of June 30, 2025, there were 1,437,500 Founder Shares issued and outstanding,

As of December 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.

As a result, all Class B ordinary share amounts outstanding as of June 30, 2024 appearing in these unaudited condensed

financial statements have been retroactively restated to include the 187,500 Founder Shares that were subject 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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with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust

Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by September

3, 2025 (or up to July 3, 2026 if fully extended), although they will be entitled to liquidating distributions from the Trust Account

with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time period

and (iii) the Founder Shares and Private Shares are subject to registration rights.

If the Company submits its initial Business Combination

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

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

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

Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by July

3, 2026 (if the Company fully extends the period of time to consummate a Business Combination), although they will be entitled to liquidating

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business

Combination within such time period and (iii) the Founder Shares and Private Shares are subject to registration rights.

If the Company

submits its initial Business Combination to its public shareholders for a vote, the Sponsor, and its officers and directors have agreed

(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder

Shares and the Private Shares held by them and any public shares purchased during or after the IPO in favor of its initial Business Combination.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment

for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided

herein and in its amended and restated memorandum and articles of association.

In the case that additional Class A ordinary shares,

or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business

Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless

the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with

respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B

ordinary shares will equal, in the aggregate, 20 % of the sum of all ordinary shares outstanding upon completion of the IPO (excluding

the Private Shares and the Representative Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed

issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller

in the initial Business Combination or any private placement-equivalent units issued to its sponsor or its affiliates upon conversion

of loans made to the Company).

Holders of Founder shares may also elect to convert their Class B ordinary shares into an equal number

of Class A ordinary shares, subject to adjustment as provided above, at any time.

The term “equity-linked securities”

refers to any debt or equity securities that are convertible, exercisable or exchangeable for its Class A ordinary shares issued

in a financing transaction in connection with its initial Business Combination, including but not limited to a private placement of equity

Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are issuable upon the

conversion or exercise of convertible securities, warrants or similar securities.

However, in no event may any Class B ordinary shares

convert into Class A ordinary shares at a ratio that is less than one-for-one, unless otherwise provided in the Company’s amended

and restated memorandum and articles of association.

convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for

share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein

and in its amended and restated memorandum and articles of association.

In the case that additional Class A ordinary shares, or equity-linked

securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business Combination,

the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority

of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or

deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in

the aggregate, 20 % of the sum of all ordinary shares outstanding upon completion of the IPO (excluding the Private Shares and the Representative

Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination

(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private

placement-equivalent units issued to its sponsor or its affiliates upon conversion of loans made to the Company).

Holders of Founder shares

may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided

above, at any time.

The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable

or exchangeable for its Class A ordinary shares issued in a financing transaction in connection with its initial Business Combination,

including but not limited to a private placement of equity or debt.

Securities could be “deemed issued” for purposes of the

conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

With certain limited exceptions, the Founder Shares

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Combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of the Company’s ordinary shares 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

Notwithstanding the foregoing, if the last sale price of the Company ordinary shares 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 after the Company’s initial Business Combination, 50 % of the Founder shares will be released

from the lock-up.

Promissory Note — Related

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.

is non-interest bearing, unsecured and is due at the earlier of (1) the closing of the IPO or (2) the date on which the Company

determines not to conduct an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default.

The outstanding loan balance of $ 369,011 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account

on July 3, 2024.

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

Due to Related Party

The Sponsor funded part of the Company’s transaction costs related to the business combination.

As of December

31, 2025 and September 30, 2025, $ 50,000 and $ nil , respectively, were outstanding.

The amount is unsecured, interest-free and due on demand.

Promissory Note — Related Party

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.

This loan is non-interest

bearing, unsecured and is due at the earlier of (1) the closing of the IPO or (2) the date on which the Company determines not to conduct

an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default.

The outstanding loan balance

of $ 481,511 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on July 3, 2024.

On August 4, 2025, September 3, 2025, October

6, 2025, November 4, 2025 and December 4, 2025, in relation to the Sponsor’s payment of the Monthly Extension Fee, the Company issued

five unsecured promissory notes (“Extension Notes”) to the Sponsor, amounting to a total of $ 750,000 .

Each Extension Note

has a principal sum of $ 150,000 , bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s

Business Combination or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right, but not the obligation, to convert

the Extension Notes, in whole or in part, respectively, into the Conversion Units upon the consummation of a business combination.

number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing

(x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .

There were $ 750,000 and $ 300,000 Extension Notes

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

Working Capital Loans

10 unchanged sentences

The units would be identical to the Private Units.

As of June 30, 2025 and September 30, 2024,

the Company had no borrowings under the Working Capital Loans.

On August 25, 2025, the Company issued an unsecured

promissory note (the “Working Capital Note”) in the principal amount of up to $ 300,000 to the Sponsor.

The proceeds of the

Working Capital Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be

used as general working capital purposes.

The Working Capital Note bears no interest and

is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry

of the term of the Company.

The Sponsor has the right, but not the obligation, to convert the Working Capital Note, in whole or in part,

respectively, into Conversion Units upon the consummation of a business combination.

The number of Conversion Units to be received by

the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount

payable to the Sponsor by (y) $ 10.00 .

As of December 31, 2025 and September 30,

2025, the Company had $ 300,000 and $ 200,000 outstanding under the Working Capital Note.

Administrative Support Services

4 unchanged sentences

paying these monthly fees.

The Company incurred $ 90,000 and $ 0 for the nine months ended June 30, 2025 and 2024, respectively, and $ 30,000

and $ 0 for the three months ended June 30, 2025 and 2024, respectively, of which $ 20,000 was included in the amount due to a related party

as of June 30, 2025.

The Company incurred $ 30,000 and $ 30,000 for the three months ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and September 30, 2025, the unpaid balance of administrative support service fee were $ 80,000 and $ 50,000 , respectively,

which were included in the balance of amount due to related party.

Note 6 — Commitments and

8 unchanged sentences

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

rights with respect to registration statements filed subsequent to the completion of its initial Business Combination and rights to require

rights with respect to registration statements filed subsequent to its completion of its initial Business Combination and rights to require

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

22 unchanged sentences

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 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.

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.

Note 7 — Shareholders’

Preference Share — The

Company is authorized to issue 10,000,000 preference shares, $ 0.0001 par value, with such designations, voting and other rights

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

As of June 30, 2025 and

September 30, 2024, there were no preference shares issued or outstanding.

Company is authorized to issue 10,000,000 preference shares, $ 0.0001 par value, with such designations, voting and other rights and

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

As of December 31, 2025 and September 30,

2025, there were no preference shares issued or outstanding.

Class A Ordinary Share — The

1 unchanged sentence

There were 458,000 Class A ordinary shares

issued or outstanding (excluding 2,930,233 Class A ordinary shares subject to possible redemption) as of June 30, 2025 and September 30,

issued or outstanding, excluding 2,930,233 Class A ordinary shares subject to possible redemption as of December 31, 2025 and September

Class B Ordinary Share — The

Company is authorized to issue 100,000,000 Class B ordinary shares with $ 0.0001 par value.

In July 2023 and September 2023, the Company

issued an aggregate of 1,437,500 Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.02 per

share, of which an aggregate of up to 187,500 shares were subject to forfeiture for no consideration to the extent that the underwriter’s

over-allotment option was not exercised in full or in part, so that the initial shareholder would collectively own 20 % of the Company’s

issued and outstanding ordinary shares after the IPO (assuming they do not purchase any Units in the IPO and excluding the Class A ordinary

shares underlying the Placement Units).

As a result of the underwriters’ exercise of their over-allotment option in full on July

8, 2024, all 187,500 Class B ordinary shares were no longer subject to forfeiture.

As of June 30, 2025 and September 30, 2024, there were

1,437,500 Class B ordinary shares issued and outstanding.

All Class B ordinary share amounts outstanding as of June 30, 2024 appearing

in these unaudited condensed financial statements have been retroactively restated to include the 187,500 Class B ordinary shares that

were subject to forfeiture.

In July 2023 and September 2023,

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

$ 0.02 per share, of which an aggregate of up to 187,500 shares were subject to forfeiture for no consideration to the extent that

the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholder would collectively

own 20 % of the Company’s issued and outstanding ordinary shares after the IPO (assuming they do not purchase any Units in the IPO

and excluding the Class A ordinary shares underlying the Placement Units).

As a result of the underwriters’ exercise of their over-allotment

option in full on July 8, 2025, all 187,500 Class B ordinary shares were no longer subject to forfeiture.

As of December 31, 2025 and

September 30, 2025, there were 1,437,500 Class B ordinary shares issued and outstanding,

Prior to the initial Business Combination, only

42 unchanged sentences

Accordingly, the rights may expire

As of June 30, 2025, there were a total of 5,978,000 rights outstanding, which can be converted into 1,195,600 Class A

ordinary shares upon consummation of the initial Business Combination.

Note 8 — Fair Value

The following table present information about

the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 (there were no such assets as

of June 30, 2025), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30,

Quoted Prices

Other Unobservable

Marketable securities held in Trust Account

Note 9 — Subsequent

As of December 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 — Segment Information

ASC Topic 280, “Segment Reporting,”

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

geographic areas, and major customers.

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

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

to allocate resources and assess performance.

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

to Reportable Segment Disclosures, in the accompanying financial statements.

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 and reportable segment.

When evaluating the Company’s performance and making key decisions

regarding resource allocation the CODM reviews key metrics, which include the following:

For the Three Months

General and administrative expenses

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed

by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

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.

The CODM also reviews general and administrative expenses to manage, maintain and

enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Interest earned on investments held in

Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust

Account funds while maintaining compliance with the trust agreement.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions

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

this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.

On or about July 2, 2025, an aggregate of $ 150,000 of the Monthly Extension Fee was deposited into the Trust Account of the Company for

the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination

by one month from July 3, 2025 to August 3, 2025, which was made by the Company from its working capital.

On July 17, 2025, approximately $ 29.45 million was released from the

Trust Account to pay the redeeming shareholders in connection with the Extraordinary General Meeting.

On July 31, 2025, the Company deposited an extension

payment of $ 150,000 into the Trust Account to extend the date by which the Company can complete an initial Business Combination

to September 3, 2025.

On August 4, 2025, the Company issued an unsecured

promissory note in the aggregate principal amount of $ 150,000 (the “Extension Note”) to the Sponsor in connection with the

payment of extension fee.

The Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation

of the Company’s Business Combination or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right, but not

the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Extension Units”)

of the Company, each consisting of one Class A ordinary share, par value $ 0.0001 per share and one right to receive one-fifth (1/5) of

one Class A ordinary share upon the consummation of a Business Combination.

The number of Extension Units to be received by the Sponsor

in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to

the Sponsor by (y) $ 10.00 .

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

Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial

Note – Monthly Extension

On January 2, 2026, the

Monthly Extension Fee in the amount of $ 150,000 was deposited into the Trust Account for the public shareholders, which enables the Company

to extend the period of time it has to consummate its initial business combination by one from January 3, 2026 to February 3, 2026.

February 3, 2026, the Monthly Extension Fee in the amount of $ 150,000 was deposited into the Trust Account for the public shareholders,

which enables the Company to extend the period of time it has to consummate its initial business combination by one from February 3, 2026

to March 3, 2026.

The two Monthly Extension Fees were paid by the Sponsor, accordingly, the Company issued two Extension Notes to the

Sponsor, each in the principal amount of $ 150,000 , in connection with the payment of Monthly Extension Fee, respectively.

Promissory Note

– Working Capital

On January 6, 2026, the Company issued a Working

Capital Note in the principal amount of up to $ 300,000 to the Sponsor.

The proceeds of the Working Capital Note, which may be drawn down

from time to time until the Company consummates its initial business combination, will be used as general working capital purposes.

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