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Item 1. Financial Statements

2025-02-12 compared with 2024-08-14 · 682 added, 558 removed, 93 unchanged (93% of the section changed)

Financial Statements

ACQUISITION CORP

EUREKA ACQUISITION CORP

CONDENSED BALANCE SHEETS

2024 (Unaudited)

September 30,

2 unchanged sentences

Total Current Assets

Non-current Assets

Deferred offering costs

Liabilities and Shareholder’s (Deficit) Equity

Investments held in Trust Account

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

Current Liabilities

Accounts payable and accrued expenses

Due to related party

Promissory note – related party

Due to a related party

Total Current Liabilities

1 unchanged sentence

Commitments and Contingencies (Note 6)

Shareholder’s (Deficit) Equity:

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

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, none issued and outstanding

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

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

Additional paid-in capital

Accumulated deficit

Total Shareholder’s (Deficit) Equity

Total Liabilities and Shareholders’ (Deficit) Equity

number includes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is

not exercised in full or in part by the underwriters (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP

Retained earnings

Total Shareholders’ Equity

Total Liabilities, Shares Subject to Possible Redemption, and

Shareholders’ Equity

The accompanying notes are an integral part of

these unaudited condensed financial statements.

EUREKA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(inception) to

Formation and operating costs

$ ( 113,248 )

Basic and diluted weighted average Class B ordinary shares outstanding (1)

Basic and diluted net loss per Class B ordinary share

(1) This number excludes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED JUNE 30, 2024

Shareholder’s

Balance as of March 31, 2024

Balance as of June 30, 2024

General and administrative expenses

Loss from operations

Other income:

Interest earned on investment held in Trust Account

Income (loss) before income taxes

Income taxes provision

Net income (loss)

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)

FOR THE NINE MONTHS ENDED JUNE 30, 2024

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).

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 THREE MONTHS ENDED DECEMBER 31, 2024

Ordinary Shares

Shareholder’s

Shareholders’

Balance as of September 30, 2024

Balance as of June 30, 2024

Accretion of carrying value to redemption value

( 1,393,904 )

FOR THE PERIOD FROM JUNE 13, 2023 (INCEPTION) TO JUNE 30, 2023

( 1,393,904 )

Balance as of December 31, 2024

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023

Ordinary Shares

Shareholder’s

Balance as of June 13, 2023 (inception)

Founder shares issued to initial shareholders (1)

Balance as of June 30, 2023

number includes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not

exercised in full or in part by the underwriters (see Note 5).

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP

Shareholders’

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).

The accompanying notes are an integral part of

these unaudited condensed financial statements.

EUREKA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(inception) to

Cash Flows from Operating Activities:

$ ( 113,248 )

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

Formation costs paid via promissory note – related party

Net income (loss)

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

Interest earned on investment held in Trust Account

Changes in operating assets and liabilities:

10 unchanged sentences

Supplemental Disclosure of Cash Flow Information:

Reversal of deferred offering cost being waived

$ ( 100,000 )

Deferred offering costs paid via promissory note – related party

Formation costs paid via promissory note – related party

Formation costs paid by related party

accompanying notes are an integral part of these unaudited condensed financial statements.

ACQUISITION CORP

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

Deferred offering costs included in accrued offering costs

The accompanying notes are an integral part of

these unaudited condensed financial statements.

EUREKA ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2024

Note 1 — Organization,

Business Operation and Going Concern Consideration

Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on June 13, 2023.

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 does not have any specific Business Combination under consideration and the Company has

not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,

formal or otherwise, with respect to such a transaction.

The Company’s efforts to identify a prospective target business will not

be limited to a particular industry or geographic location but will initially focus in Asia.

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

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 selected 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 in Asia.

The Company may

consummate a Business Combination with an entity located in People’s Republic of China (“PRC” including Hong Kong

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

2 unchanged sentences

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

of June 30, 2024, the Company had not commenced any operations.

For the period from June 13, 2023 (inception) through June 30, 2024,

the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering

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).

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

There is no assurance that the Company will be able to complete a Business Combination successfully.

Company’s founder and sponsor is Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”).

The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3)

and a private placement to the initial shareholder (see Note 4).

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

The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 50,000,000 .

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 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 gross proceeds of $ 7,500,000 .

Simultaneously

with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 216,750 units (the “Initial

Private Placement Units”) 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 Note 4.

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

gross proceeds of $ 112,500 .

costs amounted to $ 1,449,114 consisting of $ 750,000 of underwriting commissions which was paid in cash at the closing date of the IPO,

$ 262,000 of the Representative Shares (discussed in the below), and $ 437,114 of other offering costs.

At the closing date of the IPO

and Over-allotment Option, cash of $ 827,216 was held outside of the Trust Account (as defined below) and is available for the payment

of accrued offering costs and for working capital purposes.

conjunction with the IPO, the Company issued to the underwriter 200,000 Class A ordinary shares for no consideration (the “Representative

The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”)

718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs.

The estimated fair

value of the Representative Shares as of the closing date of the IPO totaled $ 1,949,000 .

In connection with the issuance and sales of

the Option Units, the Company issued an additional 30,000 Representative Shares to the underwriter.

Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market

value of at least 80 % of the balance in the Trust Account (as defined below), (less any taxes payable on interest earned) at the time

of execution of the definitive agreement in connection with its initial Business Combination.

However, the Company will only complete

a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the

target or otherwise acquires a controlling interest in the target sufficient for the post-transaction company not to be required

to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company does not believe that its anticipated principal activities will subject the Company to the Investment Company Act.

is no assurance that the Company will be able to complete a Business Combination successfully.

the closing of the IPO, management has agreed that at least $ 10.00 per Public Unit sold in the IPO would be held into a U.S.-based trust

account (“Trust Account”).

As of December 31, 2024, 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

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).

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all

of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company

will be able to complete a Business Combination successfully.

The Company’s founder and sponsor is Hercules

Capital Management Corp, a British Virgin Islands company (the “Sponsor”).

The Company’s ability to commence operations

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

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 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 gross proceeds of $ 7,500,000 .

Simultaneously with the consummation of the IPO

and the sale of the Units, the Company consummated the private placement of 216,750 units (the “Initial Private Placement Units”)

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 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 gross proceeds of $ 112,500 .

Transaction costs amounted to $ 1,600,914 consisting

of $ 862,500 of underwriting commissions which was paid in cash at the closing date of the IPO and Over-allotment Option, $ 301,300 of the

Representative Shares (discussed in the below), $ 150,000 of underwriter expenses, and $ 287,114 of other offering costs, all of which were

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

At the closing date of the IPO and Over-allotment Option,

cash of $ 827,216 was held outside of the Trust Account (as defined below) and is available for the payment of accrued offering costs and

for working capital purposes.

In conjunction with the IPO, the Company issued

to the underwriter 200,000 Class A ordinary shares for no consideration (the “Representative Shares”) with an estimated fair

value of $ 262,000 .

In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative

Shares with an estimated fair value of $ 39,300 to the underwriter.

The fair value of the Representative Shares accounted for as compensation

under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”)

is included in the offering costs.

The Company’s initial Business Combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the balance in the

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

connection with its initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

The Company does not believe that its anticipated principal

activities will subject the Company to the Investment Company Act.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

Upon the closing of the IPO, management has agreed

that at least $ 10.00 per Public Unit sold in the IPO would be held into a U.S.-based trust account (“Trust Account”).

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

government treasury bills

with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated

under the Investment Company Act which invest solely in direct U.S.

government treasury or in an interest bearing or non-interest

bearing demand deposit account.

Except with respect to divided and/or interest earned on the funds held in the Trust Account that may

be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Units

that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the

completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection

with a shareholder vote to amend the company’s amended and restated memorandum and articles of association to (A) modify the

substance or timing of obligation to redeem 100 % of our public shares if the Company does not complete the Company’s initial Business

Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination

two times, each by an additional three months) (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 are unable to complete their initial Business Combination within Combination Period, subject to applicable

In no other circumstances will a public shareholder have any right or interest of any kind to or in the Trust Account.

Company will provide the holders of public shares with the opportunity to redeem all or a portion of their public shares upon the completion

of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by

means of a tender offer.

Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon

such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

However, if the Company seeks

to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires

us to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net

tangible asset threshold may limit the Company’s ability to consummate such initial Business Combination (as the Company may be

required to have a lesser number of shares redeemed) and may force the Company to seek third party financing which may not be available

on terms acceptable to the Company or at all.

As a result, the Company may not be able to consummate such an initial Business Combination

and the Company may not be able to locate another suitable target within the applicable time period, if at all.

Company will have until July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business

Combination two times, each by an additional three months) to complete its initial Business Combination.

If the Company is unable

to complete its initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time

to consummate a Business Combination two times, each by an additional three months), 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 (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, 2025 (or up

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

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

solely in direct U.S.

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

Except with respect

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

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

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

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

amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of

our public shares if the Company does not complete the Company’s initial Business Combination by July 3, 2025 (or up to January

3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months)

(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

shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in

connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The Company has determined not to consummate any

Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being

subject to Rule 419 promulgated under the Securities Act.

However, if the Company seeks to consummate an initial Business Combination

with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available

from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s

ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and

may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all.

the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable

target within the applicable time period, if at all.

The Company will have until July 3, 2025 (or up

to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional

three months).

to the terms of the Company’s amended and restated memorandum and articles of association, in order to extend the time available

for the Company to consummate its initial Business Combination, its sponsor or its affiliates or designees, upon five days advance

notice prior to the applicable deadline, must deposit an aggregate of $ 575,000 ($ 0.10 per public share), on or prior to the date of the

applicable deadline, for each three-month extension (or up to an aggregate of $ 1,150,000 .

Concern Consideration

As of June 30, 2024, the Company had $ 57,877 of

cash and a working capital deficiency of $ 317,879 .

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

of its financing and acquisition plans.

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 happen 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 Standard Board’s Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a 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 condition 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 consummate the initial Business Combination to continue as a going

and Uncertainties

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 affected.

In addition, the Company’s ability to consummate a transaction

may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased

market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or

The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial

position, results of operations and/or ability to consummate a Business Combination are not yet determinable.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant

Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the

United States of America (“U.S.

three months) to complete its initial Business Combination.

If the Company is unable to complete its initial Business Combination

by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times,

each by an additional three months), 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 (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, 2025 (or up to January 3, 2026 if the Company extends the period

of time to consummate a Business Combination two times, each by an additional three months).

Pursuant to the terms of the Company’s amended

and restated memorandum and articles of association, in order to extend the time available for the Company to consummate its initial Business

Combination, its sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

(in the form of a loan to the Company) an aggregate of $ 575,000 ($ 0.10 per public share), on or prior to the date of the applicable deadline,

for each three-month extension (or up to an aggregate of $ 1,150,000 .

Going Concern Consideration

As of December 31, 2024, the Company had

$ 552,031 of cash and a working capital of $ 532,436 .

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.

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,

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

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

financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in

third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions

on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate

a Business Combination are not yet determinable.

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

of this uncertainty.

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.

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.

Interim results for the nine months ended June 30, 2024 are not necessarily indicative of results to

be expected for the full year.

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as

amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected

not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of expenses during the reporting period.

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.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Actual results could differ from those estimates.

Making estimates

requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

and Cash Equivalents

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

The cash and cash equivalents were $ 57,877 as of June 30, 2024, the Company did not have any cash or cash equivalents as of September 30,

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on these accounts.

Offering Costs

Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses

of Offering .

Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred

through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s equity upon the completion

Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged

to operations.

Loss Per Ordinary Share

loss per ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during

the period, excluding ordinary shares subject to forfeiture by the Sponsor.

Weighted average shares were reduced for the effect of an

aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters

(see Note 5).

As of June 30, 2024 and September 30, 2023, the Company did not have any dilutive securities and other contracts

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

As a result, diluted

loss per share is the same as basic loss per share for the period presented.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily

due to their short-term nature.

The Company applies ASC 820, which establishes a framework

for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price,

which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous

market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820

generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions

based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or

liability and are to be developed based on the best information available in the circumstances.

1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement

are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying

terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted

3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little

or no market data exists for the assets or liabilities.

ordinary shares subject to possible redemption

Making estimates requires management to exercise significant judgment.

at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date

of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more

future confirming events.

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.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the United

States Federal Depository Insurance Coverage of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition.

As of December 31, 2024 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.

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.

The Company accounts for the public rights and

private placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB

ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under equity treatment

at their assigned values.

Class A ordinary shares subject to possible

The Company accounts for its Class A ordinary

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at fair value.

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

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 stockholders’ equity.

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

In accordance

9 unchanged sentences

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.

Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain

tax positions requiring recognition in the Company’s financial statements.

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 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’

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

Gross proceeds from IPO

Proceeds allocated to Public Rights

( 1,265,000 )

Allocation of offering costs related to redeemable shares

( 1,554,984 )

Accretion of carrying value to redemption value

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

Accretion of carrying value to redemption value

Remeasurement of carrying value to redemption value

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

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

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

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

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 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 units

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.

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

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

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net loss

$ ( 640,682 )

$ ( 211,204 )

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

The fair value of the Company’s assets and

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

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

The Company applies ASC 820, which establishes

a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an

exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or

most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established

in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the entity’s own assumptions

based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or

liability and are to be developed based on the best information available in the circumstances.

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company accounts for income taxes under ASC 740

Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition

in the Company’s financial statements.

The Company recognizes accrued interest and penalties

1 unchanged sentence

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

and penalties as of June 30, 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.

is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with Cayman Islands federal

income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s

financial statements.

Stock-based compensation

recognizes compensation costs resulting from the issuance of stock-based awards to directors as an expense in the financial statement

over the requisite service period based on a measurement of fair value for each stock-based award.

The fair value is amortized as compensation

cost on a straight-line basis over the requisite service period of the awards.

The Black-Scholes-Merton option-pricing model includes

various assumptions, including the fair market value of the estimated stock price of the Company, expected life of shares, the expected

volatility and the expected risk-free interest rate, among others.

These assumptions reflect the Company’s best estimates, but they

involve inherent uncertainties based on market conditions generally outside the control of the Company.

Related parties

Parties, which

can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the

other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered

to be related if they are subject to common control or common significant influence.

Accounting Pronouncements

In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts

in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features

from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in

an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments

that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance,

including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective for fiscal years

beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted

for fiscal years beginning after December 15, 2020.

The Company does not expect the adoption of this ASU would have a material

effect on the Company’s financial statements.

does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on the Company’s financial statements.

Note 3 — Initial

Public Offering

July 3, 2024, the Company sold 5,000,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par

value $ 0.0001 per share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-fifth (1/5)

of one Class A ordinary share upon the consummation of the Company’s initial Business Combination.

The Company will not issue

fractional shares.

As a result, the holder must hold Public Rights in multiples of five (5) in order to receive shares for all of their

Public Rights upon closing of a Business Combination.

The Company had also granted the underwriters a 45 -day option to purchase up to

an additional 750,000 units to cover over-allotments, if any.

On July 3, 2024, the underwriter notified the Company

of its exercise of Over-Allotment Option in full to purchase additional 750,000 Option Units of the Company.

On July 8, 2024, 750,000

Option Units were sold to the underwriter at an offering price of $ 10.00 per Option Unit, generating gross proceeds of $ 7,500,000 .

Note 4 — Private

Simultaneously

with the closing of the IPO, the Sponsor purchased an aggregate

of 216,750 Initial Private Placement Units at a price of $ 10.00 per Initial Private Placement Units for an aggregate purchase price of

$ 2,167,500 .

Each Initial Private Placement Unit was identical to the Public Units sold in the IPO, except as described below.

Simultaneously

with the closing of the Option Units on July 8, 2024, the Company consummated the sale of additional 11,250 Additional Private Placement

Units to the Sponsor at a price of $ 10.00 per Additional Private Placement Unit, generating total proceeds of $ 112,500 .

will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares (as defined below),

the Class A ordinary shares included in the Private Units (the “Private Shares”) or private placement rights.

will expire worthless if the Company does not consummate a Business Combination by July 3, 2025 (or up to January 3, 2026 if the

Company extends the period of time to consummate a Business Combination up to two times, each by an additional three months).

Private Unit are identical to the Public Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable

by the Sponsor until the completion of its initial Business Combination, except in each case (a) to the Company’s officers

or directors, any affiliates or family members of any of its officers or directors, any members of the Sponsor, or any affiliates of

the Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the

beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

(d) in the case

of an individual, pursuant to a qualified domestic relations order;

(e) in the event of the Company’s liquidation prior to

the completion of its initial Business Combination;

or (f) by virtue of the laws of the Cayman Islands or the Sponsor’s operating

agreement upon dissolution of the Sponsor;

provided, however, that in the case of clauses (a) through (e) or (f) these

permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements

entered into by the Sponsor with respect to such securities (including provisions relating to voting and liquidation distributions).

Note 5 — Related

Party Transactions

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.

There is currently no taxation imposed on income

by the Government of the Cayman Islands.

In accordance with Cayman Islands federal income tax regulations, income taxes

are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Share-based compensation

The Company recognizes compensation costs resulting

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

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

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

the requisite service period of the awards.

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

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

rate, among others.

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

conditions generally outside the control of the Company.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

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 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

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

Note 3 — Initial Public

On July 3, 2024, the Company sold 5,000,000 Units,

at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share and one right (the “Public

Each Public Right entitles the holder to purchase one-fifth (1/5) of one Class A ordinary share upon the consummation of

the Company’s initial Business Combination.

The Company will not issue fractional shares.

As a result, the holder must hold

public rights in multiples of five (5) in order to receive shares for all of their public rights upon closing of a Business Combination.

The Company had also granted the underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments,

On July 3, 2024, the underwriter notified the Company of its exercise of Over-Allotment Option in full to purchase

additional 750,000 Option Units of the Company.

On July 8, 2024, 750,000 Option Units were sold to the underwriter at an offering

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

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the

Sponsor purchased an aggregate of 216,750 Initial Private Placement Units at a price of $ 10.00 per Initial Private Placement Unit

for an aggregate purchase price of $ 2,167,500 .

Each Initial Private Placement Unit was identical to the Public Units sold in the IPO,

except as described below.

Simultaneously with the closing of the Option Units on July 8, 2024, 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

distributions from the Trust Account with respect to the Founder Shares (as defined below), the Class A ordinary shares included in the

Private Units (the “Private Shares”) or private placement rights.

The rights will expire worthless if the Company does not

consummate a Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate

a Business Combination up to two times, each by an additional three months).

Each Private Unit is identical to the Public Units

sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its

initial Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates or family members

of any of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual,

by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s

immediate family or an affiliate of such person, or to a charitable organization;

laws of descent and distribution upon death of the individual;

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

relations order;

(e) in the event of the Company’s liquidation prior to the completion of its initial Business Combination;

or (f) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor;

however, that in the case of clauses (a) through (e) or (f) these permitted transferees must enter into a written

agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Sponsor with respect to such

securities (including provisions relating to voting and liquidation distributions).

Note 5 — Related Party Transactions

Founder Shares

On July 4, 2023 and September 29, 2023,

the Sponsor acquired 100 and 1,437,400 Class B ordinary share (the “Founder Shares”), respectively, for an aggregate

the Sponsor acquired 100 and 1,437,400 Class B ordinary shares (the “Founder Shares”), respectively, for an aggregate

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

As of June 30, 2024, there were 1,437,500 Founder Shares issued and outstanding,

As of December 31, 2024, 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.

1 unchanged sentence

to forfeiture.

All shares and associated amounts have been retroactively restated to reflect the new issuance.

Founder Shares are identical to the Class A ordinary shares included in the Public Units being sold in the IPO, and holders

of Founder Shares have the same shareholder rights as public shareholders, except that (i) holders of the Founder Shares have the

right to vote on the election of directors prior to its initial Business Combination, (ii) the Founder Shares are subject to certain

transfer restrictions, as described in more detail below, and (iii) the Sponsor, officers and directors of the Company have entered

into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to

the Founder Shares, Private Shares and public shares in connection with the completion of its initial Business Combination and (B) to

waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company

fails to complete its initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time

to consummate a Business Combination up to two times, each by an additional three months), 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

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.

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.

certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the permitted transferees, each

of whom will be subject to the same transfer restrictions) until the earlier of (1) six months after the completion of its

initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, share exchange, reorganization,

or other similar transaction after its initial Business 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 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.

Due to a Related Party

of June 30, 2024, the Sponsor has paid for the expenses incurred by the Company in the amount of $ 1,056 , which is non-interest bearing

and is due on demand.

Note — Related Party

On September 30, 2023, the Sponsor has agreed to loan the Company

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

As of June 30, 2024 and September

30, 2023, the Company has an outstanding loan balance of $ 369,011 and $ 104,011 , respectively.

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 $ 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.

Capital Loans

addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required.

If the Company completes the initial

Business Combination, it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company

may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account

would be used for such repayment.

Up to $ 1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor,

the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with

its initial Business Combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation

of its initial Business Combination.

The Founder Shares are identical to the Class A

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

shareholders, except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to its initial

Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and

(iii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which

they have agreed (A) to waive their redemption rights with respect to the Founder Shares, Private Shares and public shares in connection

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

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

3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination up to two times, each

by an additional three months), 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.

With certain limited exceptions, the Founder Shares

are not transferable, assignable or saleable (except to the permitted transferees, each of whom will be subject to the same transfer restrictions)

until the earlier of (1) six months after the completion of its initial Business Combination and (2) the date on which

the Company consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after its initial Business

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 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 Party

On September 30, 2023, the Sponsor has 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 December 31, 2024 and September 30, 2024.

Working Capital Loans

In addition, in order to finance transaction costs

in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not

obligated to, loan the Company funds as may be required.

If the Company completes the initial Business Combination, it would repay such

loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

to $ 1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s officers and

directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may

be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of its initial Business Combination.

The units would be identical to the Private Units.

of June 30, 2024 and September 30, 2023, the Company had no borrowings under the Working Capital Loans.

Administrative

Support Services

on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of

$ 10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of its initial Business Combination

or its liquidation, the Company will cease paying these monthly fees.

As of December 31, 2024 and September 30,

2024, the Company had no borrowings under the Working Capital Loans.

Administrative Support Services

Commencing on the effective date of the registration

statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities

and secretarial and administrative support.

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

paying these monthly fees.

The Company incurred $ 30,000 and $ 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.

Note 6 — Commitments and

Contingencies

holders of Founder Shares, Representative Shares, Private Units, and units that may be issued on conversion of Working Capital Loans

(and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration

rights agreement on July 2, 2024 requiring the Company to register such securities for resale.

The holders of these securities are entitled

to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have

certain “piggy-back” registration 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.

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

Company had granted the underwriter a 45 -day option from the date of IPO to purchase up to an additional 750,000 Option Units to

cover over-allotments, if any.

On July 8, 2024, the underwriters exercised the Over-Allotment

Option in full.

underwriter was entitled to a cash underwriting discount of $ 0.15 per unit, or $ 750,000 (or up to $ 862,500 if the underwriters’

over-allotment is exercised in full).

Additionally, the underwriters was entitled to acquire the Company’s 200,000 Class A

ordinary shares (or up to 230,000 shares of Class A ordinary shares if the underwriters’ over-allotment is exercised in full)

that were registered in the IPO and were paid at the closing of the IPO as the Representative Shares.

In addition, the underwriter has

agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of its initial Business

Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the

Company fails to complete its initial Business Combination within the Combination Period.

In connection with the IPO, the Company issued

200,000 Representative Shares to the underwriter with a fair value of $ 262,000 .

In connection with the issuance and sales of the Option

Units, the Company issued an additional 30,000 Representative Shares to the underwriter with a fair value of $ 39,000 .

Note 7 — Shareholder’s

Share — The Company is authorized to issue 10,000,000 shares of preference share, $ 0.0001 par value, with

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

As of June 30, 2024 and September 30, 2023, there were no preference shares issued or outstanding.

Registration Rights

The holders of Founder Shares, Representative

Shares, Private Units, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component

securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement on July 2, 2024 requiring the

Company to register such securities for resale.

The holders of these securities are entitled to make up to three demands, excluding short

form demands, that the Company registers such securities.

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

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.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company had granted the underwriter a 45 -day

option from the date of IPO to purchase up to an additional 750,000 Option Units to cover over-allotments, if any.

2024, the underwriters exercised the Over-Allotment Option in full.

The underwriter was entitled to a cash underwriting

discount of $ 0.15 per unit, or $ 750,000 (or up to $ 862,500 if the underwriters’ over-allotment is exercised in full).

Additionally,

the underwriter was entitled to acquire the Company’s 200,000 Class A ordinary shares (or up to 230,000 shares of Class A

ordinary shares if the underwriters’ over-allotment is exercised in full) that were registered in the IPO and were paid at the closing

of the IPO as the Representative Shares.

In addition, the underwriter has agreed (i) to waive its redemption rights with respect

to such shares in connection with the completion of its initial Business Combination and (ii) to waive its rights to liquidating

distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within

the Combination Period.

In connection with the IPO, the Company issued 200,000 Representative Shares to the underwriter with a fair value

of $ 262,000 .

In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares

to the underwriter with a fair value of $ 39,000 .

Advisory Agreements

The Company has entered into several agreements

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.

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 December 31, 2024 and September 30,

2024, there were no preference shares issued or outstanding.

Class A Ordinary Share — The

Company is authorized to issue 390,000,000 Class A ordinary shares with $ 0.0001 par value.

As of June 30, 2024 and September 30,

2023, there were no shares of Class A ordinary share issued or outstanding.

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

Class B Ordinary Share — The

2 unchanged sentences

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.

As of June 30, 2024 and September 30, 2023, there were 1,437,500 Class B ordinary shares issued and outstanding,

of which an aggregate of up to 187,500 shares were subject to forfeiture to the Company by the Sponsor 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).

to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote in the election of directors.

Holders of its Class A ordinary shares will not be entitled to vote on the election of directors during such time.

These provisions

of the Company’s amended and restated memorandum and articles of association with class rights may not be amended without a resolution

passed by holders of at least two thirds of the Company’s ordinary shares who are eligible to vote and attend and vote in a general

meeting of the Company’s shareholders.

With respect to any other matter submitted to a vote of its shareholders, including any

vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of its

Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination,

or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Company’s amended and

restated memorandum and articles of association.

$ 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 December 31, 2024 and

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

Prior to the initial Business Combination, only

holders of Class B ordinary shares will have the right to vote in the election of directors.

Holders of its Class A ordinary

shares will not be entitled to vote on the election of directors during such time.

These provisions of the Company’s amended and

restated memorandum and articles of association with class rights may not be amended without a resolution passed by holders of at least

two thirds of the Company’s ordinary shares who are eligible to vote and attend and vote in a general meeting of the Company’s

shareholders.

With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial

Business Combination, except as required by law, holders of the Founder Shares and holders of its Class A ordinary shares will vote

together as a single class, with each share entitling the holder to one vote.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on

a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum and articles of association,

as more fully described in Note 5.

Each holder of a right will receive one-fifth (1/5)

12 unchanged sentences

the rights into underlying shares as well as to return the original rights certificates to the Company.

shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

will not issue fractional shares upon conversion of the rights.

Fractional shares will either be rounded down to the nearest whole share

or otherwise addressed in accordance with the applicable provisions of Cayman law.

As a result, the holders of rights must hold rights

in multiples of five (5) in order to receive shares for all of their rights upon closing of a Business Combination.

If the Company

is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial

Business Combination.

Accordingly, the rights may expire worthless.

Note 8 — Subsequent

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited

condensed financial statements were issued.

Based on this review, except as disclosed below, the Company did not identify any other subsequent

events that would require adjustment or disclosure in the financial statements.

July 1, 2024, the effective date of the registration statement of the IPO, the Sponsor transferred an aggregate of 30,000 of its Founder

Shares, or 10,000 each to its three independent directors for their board service, for nominal cash consideration, of $ 522 .

July 3, 2024, the Company consummated its IPO of 5,000,000 Units at an offering price of $ 10.00 per Unit, generating total gross proceeds

of $ 50,000,000 .

Simultaneously with the closing of the IPO, the Company consummated the private placement of 216,750 Initial Private

Placement Units to the Sponsor, at a price of $ 10.00 per Initial Private Placement Unit, generating total proceeds of $ 2,167,500 .

July 3, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full to purchase an additional

750,000 Option Unit.

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

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

Concurrently with the underwriter’s exercise of such option, the

Company completed a private placement sale of additional 11,250 Additional Private Units to the Sponsor at a purchase price of $ 10.00

per Additional Private Unit, generating gross proceeds of $ 112,500 .

July 3, 2024, the Company repaid the outstanding loan balance of $ 481,511 to the Sponsor upon the closing of the IPO.

The shares issuable upon conversion of the rights

will be freely tradable (except to the extent held by affiliates of the Company).

The Company will not issue fractional shares upon conversion

of the rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the

applicable provisions of Cayman law.

As a result, the holders of rights must hold rights in multiples of five (5) in order to receive

shares for all of their rights upon closing of a Business Combination.

If the Company is unable to complete an initial Business Combination

within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any

of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the

Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure

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.

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

Quoted Prices in

Other Unobservable

Marketable securities held in Trust Account

September 30,

Quoted Prices in

Other Unobservable

Marketable securities held in Trust Account

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 did not identify any other 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