What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2026-02-10 · 325 added, 267 removed, 724 unchanged (45% of the section changed)

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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

2025 (Unaudited)

September 30,

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Total Current Assets

Deferred offering costs

Investments held in Trust Account

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

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

Current Liabilities

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Due to related party

Due to third party - Marine Thinking (target company)

Promissory note – Marine Thinking (target company)

Promissory note – related party

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Commitments and Contingencies (Note 6)

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

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

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

Shareholders’ (Deficit) Equity

Preference shares, $ 0.0001 par value, 10,000,000 shares authorized, none

issued and outstanding

Class A ordinary shares, $ 0.0001 par value, 390,000,000 shares authorized,

458,000 shares issued and outstanding (excluding 2,930,233 shares subject

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

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

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

and September 30, 2025

Retained earnings (accumulated deficit)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 2,930,233 shares and 2,930,233 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively

Shareholders’ Deficit

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

Class A ordinary shares, $ 0.0001 par value, 390,000,000 shares authorized, 458,000 shares issued and outstanding (excluding 2,930,233 shares subject to possible redemption) as of March 31, 2026 and September 30, 2025

Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Accumulated deficit

( 2,066,605 )

Total Shareholders’ (Deficit) Equity

Total Shareholders’ Deficit

( 2,066,415 )

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

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

The accompanying notes are an integral part of

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EUREKA ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

Three months ended

Six months ended

General and administrative expenses

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Interest earned on investments held in Trust Account

(Loss) income before income taxes

Income before income taxes

Income taxes provision

Net (loss) income

$ ( 118,289 )

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

to possible redemption

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

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

Class B ordinary shares

Basic and diluted 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

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

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EUREKA ACQUISITION CORP

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

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

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

FOR THE SIX MONTHS ENDED MARCH 31, 2026

Ordinary Shares

Retained Earnings

Shareholders’

Balance as of September 30, 2025

$ ( 625,463 )

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

$ ( 625,273 )

Accretion of carrying value to redemption value

Term extension fee

Balance as of December 31, 2025

Balance as of March 31, 2026

$ ( 2,066,605 )

$ ( 2,066,415 )

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

EUREKA ACQUISITION CORP

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

FOR THE SIX MONTHS ENDED MARCH 31, 2025

Ordinary Shares

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( 2,697,208 )

Balance as of December 31, 2024

Balance as of March 31, 2025

(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.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Cash Flows from Operating Activities:

Net (loss) income

$ ( 118,289 )

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

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

Interest earned on investments held in Trust Account

( 1,288,659 )

Changes in operating assets and liabilities:

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Advance from related party

Advance from third party - Marine Thinking (target company)

Proceeds from issuance of promissory note to Marine Thinking (target company)

Proceeds from issuance of promissory note to related party

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Supplemental Disclosure of Cash Flow Information:

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

Accretion of carrying value to redemption value

The accompanying notes are an integral part of

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

March 31, 2026

Note 1 — Organization,

Business Operation and Going Concern Consideration

Eureka Acquisition Corp (the “Company”

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

The Company was formed for the

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

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

Eureka Acquisition Corp (the “Company” or “Eureka”)

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

The Company was formed for the purpose of entering

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

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

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

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

As of March 31, 2026, the Company had not commenced

any operations.

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

For the period from June 13, 2023 (inception) through March 31, 2026, 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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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).

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

Private Units (as defined below).

The Company’s management has broad discretion

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If the Company is unable to complete

its initial Business Combination by March 3, 2026 (or up to July 3, 2026 if fully extended), the Company will:

(i) cease all operations

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

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

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

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

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

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

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

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

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

its initial Business Combination by July 3, 2026, 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.

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

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

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

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arrangements thereunder.

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

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

a contemplated business combination.

Amalgamation Sub has no principal operations or revenue producing activities.

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

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

Amalgamation Sub (as defined below) has no principal operations or revenue producing activities.

Proposed Business Combination with Marine Thinking

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

In connection with the Extraordinary General Meeting,

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

to pay such redeeming shareholders.

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

A ordinary shares of the Company were rendered for redemption, and approximately $ 29 million was released from the Trust Account to pay

such redeeming shareholders.

Trust Amendment

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Pursuant to the Current Charter, the Company currently

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

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

If the Company is unable to complete

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

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

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

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

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

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

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

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

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

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

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

capital, $ 1,050,000 was paid by the Sponsor and $ 450,000 was paid by Marine Thinking, respectively.

In connection with the payment of

the Monthly Extension Fee, the Company issued seven unsecured promissory notes in the aggregate principal amount of $ 1,050,000 (the “Sponsor

Extension Notes”) to the Sponsor, and three unsecured promissory notes in the aggregate principal amount of $ 450,000 to Marine Thinking

(the “Target Extension Notes” and, together with the Sponsor Extension Notes”, collectively, the “Extension Notes”),

respectively.

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

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

The payees of the Extension Notes have the right, but not the obligation,

to convert the Extension Notes, in whole or in part, respectively, into private units (the “Extension Units”) of the Company,

each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation

of a business combination.

The number of Extension Units to be received by the payees in connection with such conversion shall be an amount

determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $ 10.00 .

Going Concern Consideration

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

As of March 31, 2026, the Company had $ 151,622

of cash and a working capital deficit of $ 2,066,415 .

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In addition, the Company has until July 3, 2026 to consummate the

initial Business Combination (assume extensions).

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

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

and articles of association.

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

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

these financial statements.

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

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

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

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

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

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the Company’s

inability to continue as a going concern.

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

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

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.

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

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 unaudited

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

as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the

Company’s inability to continue as a going concern.

Risks and Uncertainties

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 unaudited condensed consolidated financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

Various social and political circumstances in the U.S.

and around the

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

and China, and other uncertainties regarding actual and potential shifts in the

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

uncertainties or deterioration in the U.S.

and worldwide.

As a result of these circumstances and the ongoing global conflicts and/or other

future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with

which the Company ultimately consummates a Business Combination, may be materially and adversely 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 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Note 2 — Significant Accounting

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

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

results three and six months ended March 31, 2026 are not necessarily indicative of results that may be expected through September 30,

2026 or for any future periods.

These financial statements should be read in conjunction with the Company’s 2025 Annual Report

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

These financial statements should be read in conjunction with the Company’s 2025 Annual Report on

Form 10-K as filed with the SEC on December 15, 2025.

Principles of consolidation

The audited consolidated financial statements

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

All transactions and balances between the Company and

its subsidiaries have been eliminated upon consolidation.

The unaudited consolidated

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

All transactions and

balances between the Company and its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company Status

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

As of December 31, 2025 and September 30,

As of March 31, 2026 and September 30, 2025,

the Company had $ 151,622 and $ 51,431 in cash, respectively, and none in cash equivalents for both periods.

Concentration of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially subject

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adverse impact on the Company’s financial condition.

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

As of March 31, 2026 and September 30, 2025, the Company has not experienced

losses on these accounts.

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

entire balance of the Trust Account as of December 31, 2025 and earned approximately $ 299,353 and $ 694,056 interest income during three

months ended December 31, 2025 and 2024, respectively.

entire balance of the Trust Account as of March 31, 2026 and earned $ 272,856 and $ 572,209 of interest income during the three and six

months ended March 31, 2026, respectively.

The Company earned $ 594,603 and $ 1,288,659 of interest income during the three and six months

ended March 31, 2025, respectively.

Offering Costs Associated with the IPO

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

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

as a charge against retained earnings over an expected 12-month period, which is the initial period that the Company has

to complete a Business Combination.

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

the accreted redemption value equals the redemption amount on the earliest redemption date.

Additionally, interest earned in the Trust

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

For the three months ended December 31, 2025,

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

Accordingly, as of December 31, 2025 and September

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

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

has to complete a Business Combination.

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

which the accreted redemption value equals the redemption amount on the earliest redemption date.

Additionally, interest earned in the

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

For the three and six months ended March

31, 2026, the Company recorded $ 272,856 and $ 572,209 interest income as a remeasurement of carrying value to redemption value.

three and six months ended March 31, 2025, the Company recorded $ 594,603 and $ 1,288,659 interest income as a remeasurement of carrying

value to redemption value.

Accordingly, as of March 31, 2026 and September

30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent

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

Gross proceeds from IPO

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

Subsequent measurement of ordinary shares to redemption value

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

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Remeasurement of carrying value to redemption value

Cash deposited in trust account for term extension

Public shareholder redemptions

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( 29,451,965 )

Extension fees

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

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

Accretion of carrying value to redemption value

Cash deposited in trust account for term extension

Class A ordinary shares subject to possible redemption – March 31, 2026

Net Income (Loss) Per Ordinary Share

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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, 2025 and September 30, 2025, the Company did not have any dilutive

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

of the Company.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share

for the periods presented.

The 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 March 31, 2026 and September 30, 2025, the Company did not have any dilutive securities or other contracts

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

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

The net income (loss) per share presented in the

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Three Months Ended

Net (loss) income

$ ( 118,289 )

Six Months Ended

Accretion of Class A ordinary shares to redemption value

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( 1,441,142 )

For the Three Months Ended March 31,

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

$ ( 348,235 )

For the Three Months

December 31, 2025

For the Three Months

December 31, 2024

$ ( 225,265 )

$ ( 673,430 )

$ ( 221,998 )

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

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

For the Six Months Ended March 31,

Non-redeemable

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$ ( 1,314,114 )

$ ( 433,200 )

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

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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.

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.

For those benefits

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

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

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

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

and penalties as of December 31, 2025.

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

payments, accruals or material deviation from its position.

and penalties as of March 31, 2026.

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

accruals or material deviation from its position.

There is currently no taxation imposed on income

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are not levied on the Company.

The Company’s Canadian subsidiaries were formed for purposes of facilitating the proposed business

combination and have not commenced substantive operations.

As a result, the Company does not expect material Canadian income tax expense

associated with such subsidiaries.

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

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conditions generally outside the control of the Company.

Segment Reporting

ASC Topic 280, “Segment Reporting,”

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

areas, and major customers.

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

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

and assess performance.

The Company’s chief operating decision maker

has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating segment.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and interest

earned on cash and investments held in Trust Account which are included in the accompanying consolidated statements of operations.

The key measures of segment profit or loss reviewed

by our CODM are interest earned on demand deposits in Trust Account and general and administrative expenses.

The CODM reviews interest

earned on demand deposits in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and operational costs are reviewed and monitored

by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

Recent Accounting Pronouncements

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

Taxes (Topic 740):

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

of income tax disclosures.

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

The Company adopted ASU 2023-09 on October

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

In December 2025, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

Improvements.

ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements

into a centralized framework.

The amendments also introduce a disclosure principle requiring entities to disclose material events and

changes occurring since the most recent annual reporting period.

The guidance is effective for interim periods within fiscal years beginning

after December 15, 2027 for public business entities, with early adoption permitted.

The Company is currently evaluating the impact that

the adoption of ASU 2025-11 will have on its condensed financial statements and related disclosures.

Management does not believe that any other recently

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Note 3 — Initial Public

On July 3, 2025, 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.

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

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,

On July 3, 2025, 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, 2025, 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 .

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.

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, 2025, the Company consummated the sale of additional

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

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 $ 112,500 .

There will be no redemption rights or liquidating

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Founder Shares

On July 4, 2023 and September 29, 2023,

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 December 31, 2025, there were 1,437,500 Founder Shares issued and outstanding,

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

July 8, 2024, the underwriters exercised their Over-Allotment Option in full, hence, all 187,500 Founder Shares were no longer subject

to forfeiture.

On July 4, 2023 and September 29, 2023, 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 March 31, 2026, 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.

On July 8, 2024, the

underwriters exercised their Over-Allotment Option in full, hence, all 187,500 Founder Shares were no longer subject to forfeiture.

The Founder Shares are identical to the Class A

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

As of December

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

As of March 31, 2026 and September

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

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

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

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

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

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

Each Extension Note

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

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

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

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

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

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

On August 4, 2025, September 3, 2025, October 6, 2025, November 4,

2025, December 4, 2025, January 2, 2026, and February 4, 2026 in relation to the Sponsor’s payment of the Monthly Extension Fee,

the Company issued seven unsecured promissory notes (“Extension Notes”) to the Sponsor, amounting to a total of $ 1,050,000 .

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

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

The Sponsor, has the right, but not

the obligation, to convert the Extension Notes, in whole or in part, respectively, into the Conversion Units upon the consummation of

a business combination.

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

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

There were $ 1,050,000 and $ 300,000 Extension Notes

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

outstanding as of March 31,2026 and September 30, 2025 respectively.

Working Capital Loans

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The units would be identical to the Private Units.

On August 25, 2025, the Company issued an unsecured

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

The proceeds of the

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

used as general working capital purposes.

On August 25, 2025 and January 6, 2026, the Company

issued two unsecured promissory note (the “Working Capital Note”) in the principal amount of up to $ 300,000 each note to the

The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial

Business Combination, will be used as general working capital purposes.

The Working Capital Note bears no interest and

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payable to the Sponsor by (y) $ 10.00 .

As of December 31, 2025 and September 30,

As of March 31, 2026 and September 30, 2025,

the Company had $ 500,000 and $ 200,000 outstanding under the Working Capital Note.

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paying these monthly fees.

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

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

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

The Company incurred $ 60,000 and $ 60,000 for the six months ended March 31, 2026 and 2025, respectively, and

$ 30,000 and $ 30,000 for the six months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and September 30, 2025, the unpaid

balance of administrative support service fee was $ 110,000 and $ 50,000 , respectively, which were included in the balance of amount due

to related party.

Note 6 — Commitments and

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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, 2025 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.

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.

2025, the underwriters exercised the Over-Allotment Option in full.

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.

On July 8, 2024, the underwriters

exercised the Over-Allotment Option in full.

The underwriter was entitled to a cash underwriting

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

As of December 31, 2025 and September 30,

As of March 31, 2026 and September 30,

2025, there were no preference shares issued or outstanding.

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There were 458,000 Class A ordinary shares

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

issued or outstanding, excluding 2,930,233 Class A ordinary shares subject to possible redemption as of March 31, 2026 and September 30,

Class B Ordinary Share — The

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

As of December 31, 2025 and

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

As of March 31, 2026 and September

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

Prior to the initial Business Combination, only

27 unchanged sentences

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

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

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

ordinary share upon consummation of the initial Business Combination.

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.

March 31, 2026, there were a total of 5,978,000 rights outstanding, which can be converted into 1,195,600 Class A ordinary share

upon consummation of the initial Business Combination.

Note 8 — Segment Information

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

For the Three Months

For the Three Months Ended

For the Six Months Ended

General and administrative expenses

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Account funds while maintaining compliance with the trust agreement.

Note 9 —Loan from Marine Thinking (the

On March 3, 2026, in relation to the Marine Thinking’s payment

of the Monthly Extension Fee, the Company issued a Target Extension Note to the Target in a principal sum of $ 150,000 .

The Target 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 has the right, but not the obligation, to convert the Extension Note, in whole

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

The number of Conversion Units to

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

principal amount payable to the Sponsor by (y) $ 10.00 .

As of March 31, 2026 and December 31, 2025, there were $ 150,000 and $ 0 outstanding,

respectively.

On March 31, 2026, the Company received $ 150,000

from the Target to be used for the payment of the Monthly Extension Fee.

The amount was deposited into the Trust Account on April 2, 2026,

and recorded as Due to third party – Marine Thinking (target company) on the accompanying unaudited condensed consolidated balance

Note 10 — Subsequent Events

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

Note – Monthly Extension

On January 2, 2026, the

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

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

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

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

to March 3, 2026.

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

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

Promissory Note

– Working Capital

On January 6, 2026, the Company issued a Working

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

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

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

Promissory Note – Monthly Extension

On April 2, 2026, the Monthly Extension Fee in

the amount of $ 150,000 was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period

of time it has to consummate its initial business combination by one from April 3, 2026 to May 3, 2026.

On May 4, 2026, the Monthly Extension

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

period of time it has to consummate its initial business combination by one from May 3, 2026 to June 3, 2026.

The two Monthly Extension

Fees were paid by the Target, and accordingly, the Company issued two Extension Notes to the Target, each in the principal amount of $ 150,000

on April 6, 2026 and May 4, 2026, in connection with the payment of Monthly Extension Fee, respectively.

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