What changed in this filing

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Item 1. Business

2025-12-29 compared with 2024-12-26 · 134 added, 122 removed, 674 unchanged (28% of the section changed)

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“Al” Lopez, Chairman and Chief Executive Officer:

Founder of Alma Coffee, former President and CEO of Blair

Corporation, and former CFO of Dole Fresh Fruit International.

Founder of Alma Coffee, former President and CEO of Blair Corporation,

and former CFO of Dole Fresh Fruit International.

Albeck, Chief Financial Officer:

Founder and CEO of Albeck Financial Services, a consulting firm specializing in pre-audit

work for international and domestic public companies and private companies in the process of going public, and Partner with Calabrese

Consulting (which acquired Albeck Financial Services in March 2022).

Vice Chairman:

Founder and Managing Member of Albeck Advisors, a consulting firm specializing in pre IPO advisory services for international

and domestic companies, financial due diligence, board advisory, and outsourced CFO services;

former Founder and CEO of Albeck Financial

Services, former partner with Calabrese Consulting (which acquired Albeck Financial Services in March 2022).

Joyce, Vice Chairman:

Former Chief Financial Officer of IBM, President of Asia Pacific and Head of Global Services, and Managing

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Panigone, Director:

CEO of Inhalis Therapeutics, a Swiss biotech developing inhaled drugs for life-threatening diseases,

Founder of ADYA, a company focused on corporate strategy counseling, interim management, deal structuring, capital raising at a global

level, and former COO at NLS (NASDAQ:

CEO of Inhalis Therapeutics, a Swiss biotech developing inhaled drugs for life-threatening diseases, Founder

of ADYA, a company focused on corporate strategy counseling, interim management, deal structuring, capital raising at a global level,

and former COO at NLS (NASDAQ:

NLSP), a listed company in the life sciences sector.

Zhang, Director:

CEO and Managing Partner of Yuunnan Xiaosen Venture Capital Co., Ltd., angel investment fund for internet and

social media start-ups, and CEO of Hangzhou Hechuang Investment Management Co., Ltd., an investment fund focused on the agricultural

Feng Xiangkun,

Xiangkun, Advisor:

Experienced investor with analyst and fund management experience at State Grid Yingda and YuanDeKun, respectively.

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$500 million;

Strong Fundamentals:

We expect to primarily target an initial business combination with a fundamentally sound high-growth company in need of growth capital;

Leading Market

Fundamentals:

We expect to primarily target an initial business combination with a fundamentally sound high-growth company in need

of growth capital;

Market Position:

We intend to pursue companies offering products or services that are leaders in their respective markets with sustainable

competitive advantages and natural barriers to market entry;

We will seek to acquire or merge with an established company with attractive operating margins, positive EBITDA, strong

free cash flow generation and solid recurring revenue streams;

Strong Investor

Flow Generating:

We will seek to acquire or merge with an established company with attractive operating margins, positive EBITDA,

strong free cash flow generation and solid recurring revenue streams;

Investor Base:

We will give preference to companies with a strong base of investors and prospects for new strategically-focused investors;

Strong Management:

We will seek to acquire or merge with a target business with an experienced management team and a proven track record of execution;

We will seek to acquire or merge with a target business with an experienced management team and a proven track record

of execution;

Public-Company

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the initial business combination;

Market Fragmentation:

We will also seek target companies with opportunities for selective strategic acquisitions and partnerships that can complement an

organic growth strategy.

Fragmentation:

We will also seek target companies with opportunities for selective strategic acquisitions and partnerships that can

complement an organic growth strategy.

are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our

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do not amend our amended and restated articles of incorporation to extend the time we have to complete our initial business combination

beyond the initial 18 months from the closing of our initial public offering, which would require a vote of our stockholders).

beyond the combination period, which would require a vote of our stockholders).

funds available for a business combination initially in the amount of $115,575,000 assuming no redemptions, we offer a target business

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can be no assurance it will be available to us.

connection with the Special Meeting held on September 22, 2025, stockholders holding 10,009,120 shares of the Company’s shares

of common stock exercised their right to redeem their shares for cash at an approximate price of $10.60 per share of the funds in the

Trust Account.

As a result, approximately $106.1 million was removed from the Trust Account to pay such holders, leaving approximately

$15.8 million remaining in the Trust Account.

This amount is subject to change to account for the payment of tax withdrawals.

of Business Diversification

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particular industry in which we operate after our initial business combination, and

to depend on the marketing and sale of a single product or limited number of products or services.

us to depend on the marketing and sale of a single product or limited number of products or services.

ability to evaluate the target’s management team

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of Transaction

Purchase of assets

Purchase of stock of target not involving

a merger with the company

Merger of target into a subsidiary of

Merger of the company with a target

of stock of target not involving a merger with the company

of target into a subsidiary of the company

of the company with a target

Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:

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(other than in a public offering);

directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively

have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present

or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more;

or potential issuance of common stock will result in our undergoing a change of control.

of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise

and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of

issuance or potential issuance of common stock will result in our undergoing a change of control.

purchases of our securities

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the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the

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of proxies, and not pursuant to the tender offer rules, and

materials with the SEC.

proxy materials with the SEC.

the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection

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until 24 months from the closing of our initial public offering.

to Complete Business Combination

will have until 18 months from the closing of our initial public offering to consummate an initial business combination (assuming we

do not amend our amended and restated articles of incorporation to extend the time we have to complete our initial business combination

beyond the initial 18 months from the closing of our initial public offering, which would require a vote of our stockholders).

of the Combination Period

initially had until September 28,2025, 18 months from the closing of our initial public offering, to consummate our initial Business

On September 22, 2025, we held special meeting of stockholders (“2025 Special Meeting”) at which our stockholders

approved, among other things, amendments to our amended and restated articles of incorporation to extend the date by which we must consummate

our initial business combination from September 28, 2025 to March 28, 2026 (the “2025 Extension”).

In connection with the

vote to approve the 2025 Extension, the holders of 10,009,120 shares of the Company’s common stock properly exercised their right

to redeem their shares for cash at a redemption price of approximately $10.60 per share, for an aggregate redemption amount of approximately

$106.1 million.

The redemptions were effected on September 28, 2025 (the “2025 Redemptions”).

of public shares and liquidation if no initial business combination

the amended and restated articles of incorporation are further amended, we will have only 18 months from the closing of our initial public

offering to complete our initial business combination If we are unable to complete our initial business combination within such 18-month

period, we 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 $100,000 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

stockholders’ rights as stockholders (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 our remaining stockholders and

our board of directors, dissolve and liquidate, subject in each case to our obligations under Nevada 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 our rights

and the holders of founder shares, which will expire worthless if we fail to complete our initial business combination within the 18-month

the amended and restated articles of incorporation are further amended, we have until March 28, 2026 to complete our initial business

If we are unable to complete our initial business combination within such combination period, we 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 $100,000 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 stockholders’ rights as stockholders (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 our remaining stockholders and our board of directors, dissolve and liquidate,

subject in each case to our obligations under Nevada law to provide for claims of creditors and the requirements of other applicable

There will be no redemption rights or liquidating distributions with respect to our rights and the holders of founder shares, which

will expire worthless if we fail to complete our initial business combination within the 24-month time period.

initial stockholders and I-Bankers have agreed to waive their rights to liquidating distributions from the trust account with respect

to their founder shares, private placement shares and Representative shares if we fail to complete our initial business combination within

18 months from the closing of our initial public offering.

However, if our initial stockholders or I-Bankers acquire public shares in

or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such

public shares if we fail to complete our initial business combination within the allotted 18-month time period.

to their founder shares, private placement shares and Representative shares if we fail to complete our initial business combination by

March 28, 2026.

However, if our initial stockholders or I-Bankers acquire public shares in or after our initial public offering, they

will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial

business combination within the allotted combination period.

initial stockholders, officers and directors have agreed, pursuant to a written letter agreement with us, that they will not propose

any amendment to our amended and restated articles of incorporation that would affect (i) the substance or timing of our obligation to

redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial

public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity,

unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment

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.

However, we may not redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately before and after the consummation

of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules).

If this optional

redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset

requirement (described above), we would not proceed with the amendment or the related redemption of our public shares at such time.

redeem 100% of our public shares if we do not complete our initial business combination by March 28, 2026 or (ii) with respect to any

other provision relating to stockholders’ rights or pre-business combination activity, unless we provide our public stockholders

with the opportunity to redeem their shares of common stock upon approval of any such amendment 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.

However, we may not redeem our public shares in an amount that would cause our

net tangible assets to be less than $5,000,001 both immediately before and after the consummation of our initial business combination

(so that we are not subject to the SEC’s “penny stock” rules).

If this optional redemption right is exercised with

respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement (described above), we

would not proceed with the amendment or the related redemption of our public shares at such time.

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

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The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our

public shares in the event we do not complete our initial business combination within 18 months from the closing of our initial public

offering may be considered a liquidation distribution under NRS 78.590.

If the corporation complies with certain procedures set forth

in NRS 78.590 intended to ensure that it makes reasonable provision for all claims against it, and any liability of the stockholder would

be barred after the third anniversary of the dissolution.

we are unable to complete our initial business combination within 18 months from the closing of our initial public offering, we 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 (net of the amount of interest which may be withdrawn to pay taxes, and less up to $100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public

stockholders’ rights as stockholders (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 our remaining stockholders and

our board of directors, dissolve and liquidate, subject in each case to our obligations under Nevada law to provide for claims of creditors

and the requirements of other applicable law.

Our stockholders could potentially be liable for any claims to the extent of distributions

received by them (but no more) and any liability of our stockholders may extend for three years following the dissolution.

public shares in the event we do not complete our initial business combination within the combination period may be considered a liquidation

distribution under NRS 78.590.

If the corporation complies with certain procedures set forth in NRS 78.590 intended to ensure that it

makes reasonable provision for all claims against it, and any liability of the stockholder would be barred after the third anniversary

of the dissolution.

we are unable to complete our initial business combination within the combination period, we 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

(net of the amount of interest which may be withdrawn to pay taxes, and less up to $100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights

as stockholders (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 our remaining stockholders and our board of directors, dissolve

and liquidate, subject in each case to our obligations under Nevada law to provide for claims of creditors and the requirements of other

applicable law.

Our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more)

and any liability of our stockholders may extend for three years following the dissolution.

78.585 states that upon our dissolution we will still be responsible for the payment of all existing and pending claims or claims that

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amend our amended and restated articles of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our

public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering

or (B) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (iii) the

redemption of all of our public shares if we are unable to complete our initial business combination within 18 months from the closing

of our initial public offering, subject to applicable law.

In no other circumstances will a stockholder have any right or interest of

any kind to or in the trust account.

In the event we seek stockholder approval in connection with our initial business combination, a

stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares

to us for an applicable pro rata share of the trust account.

Such stockholder must have also exercised its redemption rights described

public shares if we do not complete our initial business combination within the combination period or (B) with respect to any other provision

relating to stockholders’ rights or pre-business combination activity, and (iii) the redemption of all of our public shares if

we are unable to complete our initial business combination within the combination period, subject to applicable law.

In no other circumstances

will a stockholder have any right or interest of any kind to or in the trust account.

In the event we seek stockholder approval in connection

with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result

in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such stockholder must have

also exercised its redemption rights described above.

and Restated Articles of Incorporation

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the approval of the holders of at least 65% of our common stock.

Our initial stockholders, who collectively beneficially own 24.68% of

our common stock, will participate in any vote to amend our amended and restated articles of incorporation and will have the discretion

Our initial stockholders, who collectively beneficially own 67.14 %

of our common stock, will participate in any vote to amend our amended and restated articles of incorporation and will have the discretion

to vote in any manner the initial stockholders may choose.

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shall be net of taxes payable) in each case subject to the limitations described herein;

if our stockholders

approve an amendment to our amended and restated articles of incorporation (i) to modify the substance or timing of our obligation

to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our

initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination

activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock

upon such approval 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;

unable to complete our initial business combination within 18 months from the closing of our initial public offering, we 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, subject to lawfully available funds therefor, redeem 100% of 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 and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,

which redemption will completely extinguish public stockholders’ rights as stockholders (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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to

our obligations under Nevada law to provide for claims of creditors and the requirements of other applicable law;

we will consummate

our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately before or after such

consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in

favor of the business combination;

effectuate our initial business combination with another blank check company or a similar company with nominal operations.

we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target businesses

that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account (excluding

the marketing fee and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement

in connection with our initial business combination;

our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)

receive funds from the trust account or (ii) vote on any initial business combination.

our stockholders approve an amendment to our amended and restated articles of incorporation (i) to modify the substance or timing

of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the combination

period or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we

will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval

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;

we are unable to complete our initial business combination within the combination period, we 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, subject to

lawfully available funds therefor, redeem 100% of 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 and less up to $100,000

of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Nevada

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

will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately before

or after such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted

are voted in favor of the business combination;

will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.

long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more

target businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the

trust account (excluding the marketing fee and taxes payable on the interest earned on the trust account) at the time of our signing

a definitive agreement in connection with our initial business combination;

to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to

(i) receive funds from the trust account or (ii) vote on any initial business combination.

provisions cannot be amended without the approval of holders of 65% of our common stock.

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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-K

Item 1. Business