What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 174 added, 76 removed, 397 unchanged (39% of the section changed)

3 unchanged sentences

(Currency expressed in United States Dollars (“US$”), except for number of shares)

September 30,

Current asset:

10 unchanged sentences

Commitments and contingencies

Ordinary shares subject to possible redemption, 6,900,000 and 6,900,000 shares issued and outstanding at redemption value of $ 10.48 and $ 10.26 at June 30, 2025 and December 31, 2024, respectively

Ordinary shares subject to possible redemption, 3,062,517 and 6,900,000 shares issued and outstanding at redemption value of $ 10.64 and $ 10.26 on September 30, 2025 and December 31, 2024, respectively

Shareholders’ deficit:

1 unchanged sentence

50,000,000 shares authorized;

1,963,000 and 1,963,000 shares issued and outstanding (excluding 6,900,000 and 6,900,000 shares, subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively)

1,963,000 and 1,963,000 shares issued and outstanding (excluding 3,062,517 and 6,900,000 shares, subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively)

Accumulated deficit

6 unchanged sentences

three months ended

six months ended

September 30,

nine months ended

September 30,

Formation, general and administrative expenses

Other income:

Interest and dividends earned on cash and investments held in Trust Account

Interest and dividends earned on investments held in Trust Account

Total other income, net

Income (loss) before income taxes

NET INCOME (LOSS)

Income before income taxes

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

Basic and diluted net income (loss) per ordinary shares subject to possible redemption

Basic and diluted net income per ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary shares attributable to Flag Ship Acquisition Corporation

Basic and diluted net income (loss), ordinary shares attributable to Flag Ship Acquisition Corporation

Basic and diluted net income, ordinary shares attributable to Flag Ship Acquisition Corporation

See accompanying notes to unaudited financial statements.

2 unchanged sentences

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three and six months ended June 30, 2025

For the three and nine months ended September 30, 2025

Ordinary shares

5 unchanged sentences

Balance as of June 30, 2025

For the three and six months ended June 30, 2024

Subsequent remeasurement of ordinary shares subject to redemption

Extension funds attributable to ordinary shares subject to redemption

Balance as of September 30, 2025

$ ( 2,878,015 )

$ ( 2,876,052 )

For the three and nine months ended September 30, 2024

Ordinary shares

9 unchanged sentences

Balance as of June 30, 2024

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of September 30, 2024

$ ( 1,934,182 )

$ ( 1,932,219 )

See accompanying notes to unaudited financial statements.

1 unchanged sentence

UNAUDITED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Six months ended

(Currency expressed in United States Dollars (“US$”))

Nine months ended

September 30,

Cash flows from operating activities:

Net income (loss)

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

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

Interest and dividends earned on cash and investments held in trust account

6 unchanged sentences

Cash flows from investing activities:

Cash withdrawn from Trust Account in connection to redemption

Proceeds from extension loan deposited into trust account

Proceeds deposited in Trust Account

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Proceed from private placement

Proceeds from promissory notes - related party

Redemption of ordinary shares

Proceeds from promissory note – related party

Repayment of promissory note – related party

Net cash provided by financing activities

provided by (used in) financing activities

NET CHANGE IN CASH

6 unchanged sentences

Subsequent remeasurement of ordinary shares subject to possible redemption

Extension funds attributable to ordinary shares subject to redemption

Accrued underwriting compensation

7 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2025, the Company had not

yet commenced any operations.

All activities from inception through June 30, 2025, relate to the Company’s formation, the

initial public offering (the “Initial Public Offering” or “IPO”), and since the Initial Public Offering,

the Company’s evaluation of business combination candidates and efforts to consummate the initial business combination described below.

The Company will not generate

any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate

non-operating income in the form of dividends and interest income from the cash and investments held in trust accounts.

has selected December 31 as its fiscal year end.

As of September 30, 2025, the Company had not yet

commenced any operations.

All activities from inception through September 30, 2025, relate to the Company’s formation, the

initial public offering (the “Initial Public Offering” or “IPO”), and since the Initial Public Offering, the

Company’s evaluation of business combination candidates and efforts to consummate the initial business combination described below.

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

will generate non-operating income in the form of dividends and interest income from the cash and investments held in trust accounts.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on June 17, 2024.

37 unchanged sentences

However, the initial shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Public Offering if the Company fails to complete its Business Combination.

The Company will have until 12 months (or 15 months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period (the “Event”)) from the closing of the Initial Public Offering to consummate a Business Combination.

However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months (or 15 months if the Event occurs), the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional month up to 9 times (for a total of up to 21 or 24 months to complete a Business Combination depending on occurrence of the Event) (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the initial shareholders or their affiliates or designees must deposit into the Trust Account $ 230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension, and up to an aggregate of $ 2,070,000 , or $ 0.30 per public share.

Any funds which may be provided to extend the time frame will be in the form of a loan to the Company from the Sponsor.

The terms of any such loan have not been definitely negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes a Business Combination.

The Company will have until 12 months (or 15

months if the Company enters into a business combination agreement prior to the expiration of the initial 12-month period (the

“Event”)) from the closing of the Initial Public Offering to consummate a Business Combination.

However, if the Company

anticipates that it may not be able to consummate a Business Combination within 12 months (or 15 months if the Event occurs), the

Company may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional month up to 9

times (for a total of up to 21 or 24 months to complete a Business Combination depending on occurrence of the Event) (the

“Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the

initial shareholders or their affiliates or designees were initially required to deposit into the Trust Account $ 230,000

(approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month

extension, and up to an aggregate of $ 2,070,000 ,

per public share.

On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved a proposal to reduce the

payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000

for all outstanding public shares and (ii) $0.033 for each outstanding public share.

Any funds which may be provided to extend the

time frame will be in the form of a loan to the Company from the Sponsor.

The terms of any such loan have not been definitely

negotiated, provided, however, any loan will be interest free and will be repayable only if the Company completes a Business

As a result, $60,000 is required for each monthly extension.

On October 21, 2024, the Company entered into an Agreement and Plan of Merger (the “GRT Merger Agreement”) with Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“ GRT ”), and GRT Merger Star Limited, a Cayman Islands company limited by shares and a wholly-owned subsidiary of GRT (“ Merger Sub ”).

5 unchanged sentences

NOTES TO UNAUDITED FINANCIAL STATEMENTS

The aggregate consideration payable to pursuant to the GRT Merger Agreement to the shareholders of the Company (“ Company Shareholders ”) entitled thereto shall consist of that number of Parent Ordinary Shares payable in Parent ADSs that is equal to (i) the Per Share Merger Consideration multiplied by the number of Company Shares registered in the name of those Company Shareholders immediately prior to the Effective Time, multiplied by the ADS Exchange Rate, plus (ii) the Rights Merger Consideration, as described above.

The aggregate consideration payable to pursuant

to the GRT Merger Agreement to the shareholders of the Company (“Company Shareholders”) entitled thereto shall consist of

that number of Parent Ordinary Shares payable in Parent ADSs that is equal to (i) the Per Share Merger Consideration multiplied by the

number of Company Shares registered in the name of those Company Shareholders immediately prior to the Effective Time, multiplied by

the ADS Exchange Rate, plus (ii) the Rights Merger Consideration, as described above.

On February 28, 2025, the Company, GRT and Merger Sub entered into the first amendment to the GRT Merger Agreement (the “First Amendment”) solely to amend Section 10.01 of the GRT Merger Agreement to extend the Outside Date defined thereunder from February 28, 2025 to August 28, 2025.

On April 18, 2025, pursuant to the GRT Merger Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “ Termination Agreement ”) to terminate the GRT Merger Agreement.

On April 18, 2025, the Company entered into an Agreement and Plan of Merger (the “ GFT Merger Agreement ”) with Great Future Technology Inc., a Cayman Islands exempted company limited by shares (“ PubCo” or “Parent ”) and GFT Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of GFT (“Merger Sub”).

The GFT Merger Agreement replaces and supersedes the GRT Merger Agreement described above.

Pursuant to the GFT Merger Agreement, among other things, the Company will merge with and into Merger Sub (the “ Merger ”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of PubCo.

At the effective time of the merger, (i) each of the Company Shares issued and outstanding immediately prior to the Effective Time, excluding the Excluded Shares and Dissenting Shares, if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the merger, one (1) Class A ordinary share of PubCo (such shares of PubCo, collectively, “ PubCo Class A Ordinary Shares ”) for each such Company Share (the “ Per Share Merger Consideration ”);

and (ii) each right to receive one-tenth (1/10th) of a Company Share at the consummation of a business combination of the Company (a “Company Right”) that is outstanding immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the Merger, PubCo Class A Ordinary Shares in an amount equal to (in each case, as rounded down to the nearest whole number) the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company Right.

On April 18, 2025, pursuant to the GRT Merger

Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination Agreement”)

to terminate the GRT Merger Agreement.

On April 18, 2025, the Company entered into an

Agreement and Plan of Merger (the “GFT Merger Agreement”) with Great Future Technology Inc., a Cayman Islands exempted company

limited by shares (“PubCo” or “Parent”) and GFT Merger Sub Limited, a Cayman Islands exempted company limited

by shares and a wholly-owned subsidiary of GFT (“Merger Sub”).

The GFT Merger Agreement replaces and supersedes the GRT Merger

Agreement described above.

Pursuant to the GFT Merger Agreement, among other things, the Company will merge with and into Merger Sub

(the “Merger”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of PubCo.

At the effective

time of the merger, (i) each of the Company Shares issued and outstanding immediately prior to the Effective Time, excluding the Excluded

Shares and Dissenting Shares, if any, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately

upon consummation the merger, one (1) Class A ordinary share of PubCo (such shares of PubCo, collectively, “PubCo Class A Ordinary

Shares”) for each such Company Share (the “Per Share Merger Consideration”);

and (ii) each right to receive one-tenth

(1/10th) of a Company Share at the consummation of a business combination of the Company (a “Company Right”) that is outstanding

immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the

consummation of the Merger, PubCo Class A Ordinary Shares in an amount equal to (in each case, as rounded down to the nearest whole number)

the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Company Shares that the holder of the cancelled

Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company

On August 26, 2025, the Company held an

extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) and obtained approval by ordinary

resolution of the reduction of the monthly fee payable by the Company’s sponsor and/or its designee into the trust account to

extend the date by which the Company must consummate its initial business combination from $0.033 per each outstanding public share

(for each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for

each outstanding public share.

The first monthly extension fee must be made by September 20, 2025 while each subsequent monthly

extension fee must be deposited into the trust account by the 20th of each succeeding month until June 20, 2026.

On August 26, 2025, in connection with the vote

to approve the Extension Amendment Proposal, holders of 3,837,483 ordinary shares of the Company properly exercised their right

to redeem their shares for cash at a redemption price of approximately $ 10.54 per share, for an aggregate redemption amount of approximately

$ 40,447,071 .

On each of September 19, 2025, and October 20, 2025, the Company deposited $ 60,000

respectively into the Trust Account in order to extend the amount of available time to complete a business combination until

November 20, 2025.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $50,000), 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 the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

7 unchanged sentences

Going concern consideration

As of June 30, 2025, the Company had cash of $ 19,769 and a working deficit of $ 854,456 .

As of September 30, 2025, the Company had cash of $ 18,751 and a working deficit of $ 1,151,052 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement.

34 unchanged sentences

The Company had a cash balance of $ 18,751

as of June 30, 2025, and December 31, 2024, respectively.

as of September 30, 2025, and December 31, 2024, respectively.

The Company has no

cash equivalents as of June 30, 2025, and December 31, 2024.

cash equivalents as of September 30, 2025, and December 31, 2024.

Cash and investments held in trust account

As of June 30, 2025, and December 31, 2024, the Company had $ 72,281,179 and $ 70,799,136 , respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

As of September 30, 2025, and December 31, 2024, the Company had $ 32,584,205 and $ 70,799,136 , respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

government securities.

24 unchanged sentences

As the rights issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the rights are classified as equity.

Income taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes ” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited financial statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Income taxes are determined in accordance with the

provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the unaudited financial statement carrying amounts

of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income

tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

FLAG SHIP ACQUISITION CORPORATION

4 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

10 unchanged sentences

The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as of June 30, 2025 and December 31, 2024, 6,900,000 and 6,900,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Accordingly, as of September 30, 2025 and December 31, 2024, 3,062,517 and 6,900,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited balance sheet, respectively.

Net income (loss) per share

The Company calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income is calculated using the total net loss less any dividends paid.

The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders.

The net income (loss) per share presented in the unaudited statements of operations is based on the following:

The net income per share presented in the unaudited statements of operations is based on the following:

Schedule of unaudited statement of operations

six months ended

Net income (loss)

nine months ended

September 30,

nine months ended

September 30,

FLAG SHIP ACQUISITION CORPORATION

1 unchanged sentence

three months ended

September 30,

three months ended

September 30,

Schedule of Basic and dilute net income per share

Six Months Ended

Nine Months Ended

September 30,

Non-Redeemable

5 unchanged sentences

Basic and diluted net income (loss) per share:

Allocation of net income (loss) including carrying value to redemption value

Allocation of net income (loss)

Allocation of net income including carrying value to redemption value

Allocation of net income

Denominators:

3 unchanged sentences

Three Months Ended

September 30,

Non-Redeemable

37 unchanged sentences

NOTES TO UNAUDITED FINANCIAL STATEMENTS

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of fair value hierarchy

September 30,

Active Markets

23 unchanged sentences

Founder Shares

In May 2018, the Company issued one ordinary

On May 2018, the Company issued one ordinary

share to the initial shareholder for no consideration.

24 unchanged sentences

On December 29, 2023, the Company and the Sponsor mutually agreed to extend the repayment date to the earlier of (i) December 31, 2024 or (ii) the consummation of the Proposed Offering.

On August 30, 2024, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000 (the “August 2024 Promissory Note”).

The August 2024 Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the initial business combination.

As of June 30, 2025, and December 31, 2024, the principal amount due and owing under the August 2024 Promissory Notes was $ 930,351 and $ 677,851 , respectively.

On August 30, 2024, the Company issued an

unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,000,000

(the “August 2024 Promissory Note”).

The August 2024 Promissory Note is non-interest bearing and payable on the earlier

of (i) December 31, 2025 or (ii) the consummation of the initial business combination.

On August 21, 2025, the Company and Sponsor agreed to amend and restate the August 2024 Promissory Note to solely raise the principal

balance from $ 1,000,000 to $ 1,200,000 (the “Amended Note”).

Other than the increased principal amount, the Amended Note has

the same terms as the August 2024 Promissory Note.

As of September 30, 2025, and December 31, 2024, the principal amount due and owing under the August 2024 Promissory Note was $ 1,170,351 and $ 677,851 , respectively.

Administrative Services Agreement

1 unchanged sentence

This agreement will terminate upon completion of the Company’s business combination or the liquidation of the trust account to public shareholders.

As of June 30, 2025, and December 31, 2024, the unpaid balance was $ 100,000 and $ 40,000 , respectively, which is included in promissory notes - related party balance.

As of September 30, 2025, and December 31, 2024, the unpaid balance was $ 130,000 and $ 40,000 , respectively, which is included in promissory notes - related party balance.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

3 unchanged sentences

The units would be identical to the Private Units.

As of June 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

As of September 30, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

FLAG SHIP ACQUISITION CORPORATION

1 unchanged sentence

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional month (for a total of 21 or 24 months to complete a Business Combination).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 230,000 (approximately $0.033 per Public Share in either case), up to an aggregate of $ 2,070,000 , or $ 0.30 per Public Share, on or prior to the date of the applicable deadline, for each monthly extension.

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional

month (for a total of 21 or 24 months to complete a Business Combination).

In order to extend the time available for the Company to consummate

a Business Combination, the initial shareholders or their affiliates or designees were initially required to deposit into the Trust Account $ 230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable deadline for each one month extension,

and up to an aggregate of $ 2,070,000 , or $ 0.30 per public share.

On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved to reduce the payment from

$0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $ 60,000 for all outstanding

public shares and (ii) $0.033 for each outstanding public share.

Any such payments would be made in the form of a loan.

The terms of the promissory note to be issued in connection with any such loans have not yet been negotiated.

If the Company completes a Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the Company will not repay such loans.

Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination.

There was no extension loan as of June 30, 2025 and December 31, 2024, respectively.

The terms of the

promissory note to be issued in connection with any such loans have not yet been negotiated.

If the Company completes a Business Combination,

the Company will repay such loaned amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete

a Business Combination, the Company will not repay such loans.

Furthermore, the letter agreement with the initial shareholder contains

a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does

not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend

the time for the Company to complete a Business Combination.

As of September 30, 2025 and December 31, 2024, the extension loan balance was $ 60,000 and $ 0 , respectively, such amounts are included in “Promissory Notes – Related Party” presented on the balance sheets

included in the financial statements filed with this Quarterly Report on Form 10-Q.

NOTE 6 – SHAREHOLDERS’ EQUITY

3 unchanged sentences

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of June 30, 2025 and

As of September 30, 2025 and

December 31, 2024, there were 1,963,000 and 1,963,000

38 unchanged sentences

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements, other than as noted below.

On October 20, 2025, the Company deposited $ 60,000 into the Trust Account in order to extend the amount of available time to complete

a business combination until November 20, 2025.

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