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Item 1. Financial Statements

2025-08-11 compared with 2025-05-15 · 297 added, 210 removed, 584 unchanged (46% of the section changed)

11 unchanged sentences

Due to a related party

Public shareholder redemption payable

Total Current Liabilities

15 unchanged sentences

Three Months Ended

Six months ended

Nine Months Ended

General and administrative expenses

5 unchanged sentences

Net income (loss)

$ ( 113,248 )

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

9 unchanged sentences

EUREKA ACQUISITION CORP

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

FOR THE SIX MONTHS ENDED MARCH 31, 2025

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2025

Ordinary Shares

Preference Shares

Shareholders’

Balance as of March 31, 2025

Accretion of carrying value to redemption value

( 1,323,416 )

Balance as of June 30, 2025

FOR THE NINE MONTHS ENDED JUNE 30, 2025

Ordinary Shares

Preference Shares

Shareholders’

Balance as of September 30, 2024

2 unchanged sentences

( 1,406,224 )

Balance as of March 31,

(1) Retroactively

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

option on July 8, 2024.

( 4,020,624 )

Balance as of June 30, 2025

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

No Founder Shares are currently subject to forfeiture.

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

FOR THE SIX MONTHS ENDED MARCH 31, 2024

FOR THE THREE MONTHS ENDED JUNE 30, 2024

Ordinary Shares

Shareholders’

Balance as of September 30, 2023

Shareholder’s

Preference Shares

Balance as of March 31, 2024

(1) Retroactively

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

option on July 8, 2024.

No Founder Shares are currently subject to forfeiture.

Balance as of June 30, 2024

$ ( 118,573 )

FOR THE NINE MONTHS ENDED JUNE 30, 2024

Ordinary Shares

Shareholder’s

Preference Shares

Balance as of September 30, 2023

Balance as of June 30, 2024

$ ( 118,573 )

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

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

No Founder Shares

are currently subject to forfeiture.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

EUREKA ACQUISITION CORP

EUREKA ACQUISITION CORPS

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months

Ended March 31,

For the Nine Months

Ended June 30,

Cash Flows from Operating Activities:

Net income (loss)

$ ( 113,248 )

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

Interest earned on investments held in Trust Account

( 1,894,408 )

Changes in operating assets and liabilities:

Prepaid expenses

Due to related party

Accounts payable and accrued expenses

9 unchanged sentences

Accretion of carrying value to redemption value

Deferred offering costs included in accrued offering costs

Reversal of deferred offering cost being waived

$ ( 100,000 )

Formation costs paid by related party

Public shareholder redemption payable

The accompanying notes are an integral part of

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Note 1 — Organization,

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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

make it more likely for the Company to consummate a Business Combination with a company based in or having the majority of its operations

in PRC and/or Hong Kong.

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

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

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

The Company’s efforts

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

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

including Hong Kong and Macau).

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

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

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

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

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

The Company has selected September 30 as its fiscal

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

any operations.

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

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

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

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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”).

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

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

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

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

Simultaneously with the consummation of the IPO

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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

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

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

Transaction costs amounted to $ 1,600,914 consisting

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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.

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

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

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

1 unchanged sentence

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

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

with respect to dividend 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 the

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

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

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

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

Business Combination within 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.

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

In no other circumstances will a public shareholder have

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

June 2025 Extraordinary General Meeting

On June 30, 2025, the Company held an extraordinary

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

At the Extraordinary General Meeting, the shareholders

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

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

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

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

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

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

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

The Company agreed

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

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

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

pay such redeeming shareholders.

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

its balance sheet.

Trust Amendment

In connection with the Extraordinary General Meeting,

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

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

The Trust Amendment provides that, among the others,

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

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

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

Extension Fee.

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

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

complete a business combination within the prescribed timeline.

Pursuant to the Current Charter, the Company currently

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

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

The Company will provide the holders of public

11 unchanged sentences

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 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 ).

The Company currently has until September 3, 2025

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

If the Company is unable to complete its initial

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

(i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

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

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

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

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

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

There will be no redemption rights or liquidating

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

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

Going Concern Consideration

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

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

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

financing and acquisition plans.

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

Company’s plans to raise capital will be successful.

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

initial Business Combination (assume no extensions).

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

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

and articles of association.

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

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

these financial statements.

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

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

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

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

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

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

a going concern.

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

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

The Company has

incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company currently has

no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful.

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

If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up,

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

In connection

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

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

that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to

receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier

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

The financial statements do not include

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

Risks and Uncertainties

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Basis of Presentation

The accompanying unaudited condensed

financial statements are presented in conformity with accounting principles generally accepted in the United States of America

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

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

These financial statements should be read in conjunction with

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

The accompanying condensed balance

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

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

30, 2025 or for any future periods.

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

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

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

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

Emerging Growth Company Status

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

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

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

the Company had $ 274,174 and $ 670,352 in cash, respectively, and none in cash equivalents for both periods.

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adverse impact on the Company’s financial condition.

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

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

losses on these accounts.

1 unchanged sentence

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.

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

Earnings on investments held in the

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

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

Upon maturity of

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

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

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

held in the Trust Account as of September 30, 2024, was comprised of investments in U.S.

government treasury bills with a maturity

of 185 days or less.

These securities are presented on the balance sheet as of September 30, 2024, at fair value at the end of each reporting

Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account

in the accompanying statements of operations.

The estimated fair value of investments held in the Trust Account is determined using

available market information.

Upon maturity of these U.S.

government securities on December 12, 2024, the Company invested the

proceeds into an interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of June 30,

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

government treasury bills through their maturity

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

The Company accounts for the public rights and

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Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A

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

Liabilities from Equity” (ASC 480).

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

liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

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

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

At all other times, ordinary shares

will be classified as shareholders’ equity.

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

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

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

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

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

If it is probable that the equity instrument will

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

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

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

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

The Company has elected to

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

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

complete a Business Combination.

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

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

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

Additionally, interest earned in the Trust

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

For the six months ended March 31, 2025,

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

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

The Company accounts for its Class A ordinary shares subject to

possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

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

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

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

classified as temporary equity.

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

In accordance with

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

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

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

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

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

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

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

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

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

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

as a charge against additional paid-in-capital over an expected 12-month period (ending July 2025), which is the initial period that

the Company has to complete a Business Combination.

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

under which the accreted redemption value equals the redemption amount on the earliest redemption date and recorded $ 2,126,216 accretion

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

Additionally, interest earned in the Trust Account

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

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

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

Accordingly, as of June 30, 2025, Class A ordinary

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

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Remeasurement of carrying value to redemption value

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

Public shareholder redemptions

( 2,819,767 )

( 29,451,965 )

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

Net Income (Loss) Per Ordinary Share

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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.

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

The calculation of diluted income per ordinary

1 unchanged sentence

is contingent upon the occurrence of future events.

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

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

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

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Three Months Ended

Six Months Ended

Nine Months Ended

Net income (loss)

$ ( 113,248 )

Accretion of Class A ordinary shares to redemption value

( 1,323,416 )

( 4,020,624 )

Net loss including accretion of Class A ordinary shares

to redemption value

For the Three Months Ended March 31,

$ ( 969,038 )

$ ( 2,716,352 )

$ ( 113,248 )

For the Three Months Ended June 30,

Class A Ordinary Shares

Non-redeemable

Class A Ordinary Shares

Non-redeemable

1 unchanged sentence

Allocation of net loss

$ ( 728,791 )

$ ( 240,247 )

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

1 unchanged sentence

Basic and diluted weighted average shares outstanding

1,437,500 (1)

Basic and diluted net income (loss) per ordinary share

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Class A Ordinary Shares

Non-redeemable

Redeemable Class A Ordinary Shares

Non-redeemable

1 unchanged sentence

Allocation of net loss

$ ( 2,042,904 )

$ ( 673,448 )

$ ( 113,248 )

Accretion of Class A ordinary shares subject

2 unchanged sentences

Basic and diluted weighted average shares outstanding

1,437,500 (1)

Basic and diluted net income (loss) per ordinary share

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

and penalties as of March 31, 2025.

and penalties as of June 30, 2025.

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

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In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

2023-07, Segment Reporting

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

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

December 15, 2024.

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

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

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

Management does not believe that any other recently

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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 .

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

Note 4 — Private Placement

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except as described below.

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

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

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

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

gross proceeds of $ 112,500 .

There will be no redemption rights or liquidating

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The rights will expire worthless if the Company does not

consummate a Business Combination by 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).

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

Each Private Unit is identical to the Public Units

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

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

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

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

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to forfeiture.

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

financial statements have been retroactively restated to include the 187,500 Founder Shares that were subject to forfeiture.

On March 20, 2025, in connection with the appointment

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

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

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

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

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

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

If the Company submits its initial Business Combination

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

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

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

The Class B ordinary shares will automatically

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

Notwithstanding the foregoing, if the last sale price of the Company ordinary shares equals or exceeds $ 12.00 per share (as adjusted for

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

Notwithstanding the foregoing, if the last sale price of the Company’s ordinary shares equals or exceeds $ 12.00 per share (as adjusted

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

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

Promissory Note — Related

On September 30, 2023, the Sponsor agreed

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on July 3, 2024.

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

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

Working Capital Loans

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The units would be identical to the Private Units.

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

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

the Company had no borrowings under the Working Capital Loans.

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paying these monthly fees.

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

respectively, of which

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

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

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

as of June 30, 2025.

Note 6 — Commitments and

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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

rights with respect to registration statements filed subsequent to the 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.

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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 March 31, 2025 and September 30,

2024, there were no preference shares issued or outstanding.

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

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

As of June 30, 2025 and

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

Class A Ordinary Share — The

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There were 458,000 Class A ordinary shares

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

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

Class B Ordinary Share — The

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

In July 2023 and September 2023,

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

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

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

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

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

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

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

As of March 31, 2025 and September

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

In July 2023 and September 2023, the Company

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

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

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

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

shares underlying the Placement Units).

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

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

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

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

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

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

were subject to forfeiture.

Prior to the initial Business Combination, only

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Accordingly, the rights may expire

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

ordinary share upon consummation of the initial Business Combination.

Note 8 — Fair Value Measurements

The following tables present information about

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

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

Quoted Prices

Other Unobservable

Marketable securities held in Trust Account

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

ordinary shares upon consummation of the initial Business Combination.

Note 8 — Fair Value

The following table present information about

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

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

September 30,

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Marketable securities held in Trust Account

Note 9 — Subsequent Events

Note 9 — Subsequent

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

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

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

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

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

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

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

On July 31, 2025, the Company deposited an extension

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

to September 3, 2025.

On August 4, 2025, the Company issued an unsecured

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

payment of extension fee.

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

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

The Sponsor, has the right, but not

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

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

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

The number of Extension Units to be received by the Sponsor

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

the Sponsor by (y) $ 10.00 .

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