What changed in this filing

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Item 9A. Controls and Procedures

2025-12-29 compared with 2024-12-26 · 500 added, 356 removed, 1033 unchanged (45% of the section changed)

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required disclosure.

the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting

officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended

September 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal

executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure

controls and procedures were not effective at a reasonable assurance level, due to segregation of duties, lack of supervision and review

and limited if any documentation around controls, and, accordingly, provided reasonable assurance that the information required to be

disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms.

the supervision and with the participation of our management, including our principal executive officer and principal financial and

accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the

fiscal year ended September 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this

evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period

covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level, due to inadequate

segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for

accounting, IT, and financial reporting and record keeping.

in Internal Control over Financial Reporting

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Report on Internal Controls Over Financial Reporting

Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may

Management assessed the effectiveness of our internal control over financial reporting at September 30, 2025.

these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined

that we did not maintain effective internal control over financial reporting as of September 30, 2025 due to inadequate segregation

of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and

financial reporting and record keeping.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

in Internal Control Over Financial Reporting

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directors and officers are as follows:

Adelmo “Al” Lopez

Chairman and Chief Executive Officer

Christy Albeck

Chief Financial Officer

Vice Chairman

Silvia Panigone

and Chief Executive Officer

Financial Officer

“Al” Lopez - Chairman and Chief Executive Officer

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Albeck has served as CFO of the Company since January 2024.

Albeck has over 30 years of experience operating as an outsourced CFO

in venture backed public and private companies.

Albeck has over 30 years of experience operating as an outsourced

CFO in venture-backed public and private companies.

Since October 2025, Ms.

Albeck has served as Founder and Managing Member of

Albeck Advisors, a consulting firm specializing in pre-audit work for international and domestic companies, financial due diligence,

and board and CFO advisory services.

From March 2022 to September 2025, Ms.

Albeck served as a Partner at Calabrese Consulting, a

Financial Accounting and Advisory Services firm.

From November 1987 to March 2022, Ms.

Albeck served as 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.

Albeck is currently a Partner at Calabrese Consulting, a Financial Accounting and Advisory Services firm

that acquired Albeck Financial Services in March 2022.

Albeck has expertise in financial due diligence and SEC reporting, having

provided consulting and advisory services for over 125 SPACs.

Albeck holds a Bachelor of Science in Accounting from the University

Albeck served as 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, which was acquired by Albeck Financial Services in March 2022.

Albeck has expertise in financial due diligence

and SEC reporting, having provided consulting and advisory services for over 125 SPACs.

Albeck holds a Bachelor of Science in

Accounting from the University of Houston.

Joyce - Vice Chairman

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Joyce is the former Chief Financial Officer of IBM.

was also President of Asia Pacific and Head of Global Services at IBM.

also President of Asia Pacific and Head of Global Services at IBM.

He was instrumental in the successful reengineering of IBM’s

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Xiangkun - Advisor

Feng will serve as an Advisor to the Company upon the effective date of the registration statement of which this prospectus forms a part.

Feng serves as an Advisor to the Company upon the effective date of the registration statement of which this prospectus forms a part.

Feng has extensive experience in corporate capital strategy, IPO incubation, private equity, securities funds, legal risk control,

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Feng currently serves as Chairman at YuanDeKun Investment Group Co., Ltd.

From July 2009 to July 2010 he served as a Securities

Analyst at State Grid Yingda.

From July 2009 to July 2010 he served as a Securities Analyst

at State Grid Yingda.

From January 2011 to March 2015, Mr.

Feng advised high net worth individuals on asset management.

From April 2015 to September 2019 he served as Fund Manager for YuanDeKun Private Equity Fund Management (Nanjing) Co.

graduated from Xiamen University in 2010 with a Bachelor of Social Work and Management.

From April 2015

to September 2019 he served as Fund Manager for YuanDeKun Private Equity Fund Management (Nanjing) Co.

Feng graduated from Xiamen

University in 2010 with a Bachelor of Social Work and Management.

of Officers and Directors

board of directors consists of four directors.

We may not hold an annual meeting of stockholders until after we consummate our

initial business combination.

Our officers are elected by the board of directors and serve at the discretion of the board of

directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set

forth in our bylaws as it deems appropriate.

We may not hold an annual meeting of stockholders until after we consummate our initial

business combination.

Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather

than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as

it deems appropriate.

Nasdaq listing standards require that a majority of our board of directors be independent.

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committee is financially literate and our board of directors has determined that Dr.

Chung qualifies as an “audit committee

financial expert” as defined in applicable SEC rules.

Chung qualifies as an “audit committee financial

expert” as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment,

compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any other independent

registered public accounting firm engaged by us;

appointment, compensation, retention, replacement, and oversight of the work of the independent registered accounting firm and any

other independent registered public accounting firm engaged by us;

pre-approving

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continued independence;

setting clear

hiring policies for employees or former employees of the independent registered accounting firm;

setting clear

policies for audit partner rotation in compliance with applicable laws and regulations;

clear hiring policies for employees or former employees of the independent registered accounting firm;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered accounting firm describing (i) the independent registered

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corporation could financially undertake the opportunity;

the opportunity

is within the corporation’s line of business;

not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

opportunity is within the corporation’s line of business;

would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

In relation to the foregoing, our amended and restated articles of incorporation provides that:

any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented to

us or our officers or directors or stockholders or affiliates thereof, including but not limited to, our initial stockholders and

their affiliates, except as may be prescribed by any written agreement with us;

and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason

of any of our activities or any of our initial stockholders or their affiliates to the fullest extent permitted by Nevada law.

renounce any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented

to us or our officers or directors or stockholders or affiliates thereof, including but not limited to, our initial stockholders

and their affiliates, except as may be prescribed by any written agreement with us;

officers and directors will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty

by reason of any of our activities or any of our initial stockholders or their affiliates to the fullest extent permitted by Nevada

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

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at affiliated entity

Adelmo “Al” Lopez

Finca Terrerito/Alma Coffee LLC

Chairman & Chief Executive Officer

Worldwide Business Advisory Services

Chairman & Founder

Christy Albeck

Albeck Financial Services Inc.

Founder & Chief Executive Officer

Calabrese Consulting

Silvia Panigone

ADYA Consulting SAGL

Chief Executive Officer & Founder

NLS Pharmaceutics

Chief Operating Officer

Inhalis Therapeutics SA

Terrerito/Alma Coffee LLC

& Chief Executive Officer

Outcome Capital

Managing Director & Advisor

Yunnan Xiaosen Venture Capital Co., Ltd

Business Advisory Services LLC

Financial Services Inc.

& Chief Executive Officer

Hangzhou Hechuang Investment Management

Albeck Advisors

Founder & Managing Member

Consulting SAGL

Executive Officer & Founder

Pharmaceutics

Operating Officer

Therapeutics SA

Executive Officer

Director & Advisor

Xiaosen Venture Capital Co., Ltd

Executive Officer

Hechuang Investment Management Co., Ltd

Executive Officer

Jimaoxin Information Technology Co., Ltd

Zenyi Tonglian Technology Co., Ltd

Meining Technology Co., Ltd

Acquisition Corporation

& Chief Executive Officer

Yunnan Jimaoxin Information Technology

Shenzhen Zenyi Tonglian Technology Co.,

Zhuhai Meining Technology Co., Ltd

Distoken Acquisition Corporation

Chairman & Chief Executive Officer

Executive Chairman

Globality, Inc.

Thomas Aquinas Academy

Vice Chairman

initial stockholders, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the

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Additionally, our initial stockholders and I-Bankers have agreed to waive their redemption rights with respect to their founder shares,

private placement shares and Representative shares if we fail to consummate our initial business combination within 18 months after

the closing of our initial public offering, although they will be entitled to liquidating distributions from the trust account with

respect to any public shares they hold.

private placement shares and Representative shares if we fail to consummate our initial business combination within the combination

period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they

we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock as of December 24, 2024 based on information

obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock, by:

known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

executive officers and directors;

all our executive

officers and directors as a group.

following table sets forth information regarding the beneficial ownership of our common stock as of December 26, 2025 based on

information obtained from the persons named below, with respect to the beneficial ownership of our shares of common stock,

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors;

our executive officers and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

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warrants as these warrants are not exercisable within 60 days of the date of this Report.

and Address of Beneficial Owner (1)

Name and Address of Beneficial Owner (1)

Shares Beneficially

Percentage of

“Al” Lopez (4)

Adelmo “Al” Lopez (4)

Christy Albeck (4)

Silvia Panigone (4)

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John Joyce (4)

All directors and executive officers

as a group (5 individuals)

All directors and executive officers as a group (5 individuals)

I-B Good Works 4, LLC

James Michael McCrory (5)

Unless otherwise

noted, the business address of each of the following entities or individuals c/o I-B Good Works 4, LLC, 1200 N Federal Highway, Suite

215, Boca Raton, FL 33432.

otherwise noted, the business address of each of the following entities or individuals c/o I-B Good Works 4, LLC, 1200 N Federal

Highway, Suite 215, Boca Raton, FL 33432.

shown consist solely of founder shares.

15,749,090 shares of common stock outstanding.

and directors are members of our sponsor, I-B Good Works 4, LLC, and indirectly hold interests in the Company as follows:

holds a 4.62% equity interest, which represents the right to receive 150,000 founder shares;

Christy Albeck holds a 2.31% equity

interest, which represents the right to receive 75,000 founder shares;

Silvia Panigone holds a 1.54% equity interest, which represents

the right to receive 50,000 founder shares;

on 5,739,970 shares of common stock outstanding.

officers and directors are members of our sponsor, I-B Good Works 4, LLC, and indirectly hold interests in the Company as follows:

Al Lopez holds a 4.62% equity interest, which represents the right to receive 150,000 founder shares;

Christy Albeck holds a 2.31%

equity interest, which represents the right to receive 75,000 founder shares;

Silvia Panigone holds a 1.54% equity interest, which

represents the right to receive 50,000 founder shares;

Jian Zhang holds a 1.54% equity interest, which represents the right to receive

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and John Joyce holds a 3.08% equity interest, which represents the right to receive 100,000 founder shares.

to the interest held by Jian Zhang representing the right to receive founder shares, Jian Zhang, through an affiliate, holds a 26.8%

equity interest in our sponsor, which represents the right to receive 869,565 founder shares and 200,000 private placement units.

Each of our officers and directors disclaims any beneficial ownership other than to the extent of his or her pecuniary interest in

28, 2024 the sponsor distributed 1,016,514 founder shares to one of its members, James Michael McCrory, resulting in Mr.

holding his founder shares directly rather than indirectly through the sponsor.

In addition to the interest held by Jian Zhang representing the right to receive founder shares, Jian Zhang, through an affiliate,

holds a 26.8% equity interest in our sponsor, which represents the right to receive 869,565 founder shares and 200,000 private placement

Each of our officers and directors disclaims any beneficial ownership other than to the extent of his or her pecuniary interest

in our sponsor.

February 28, 2024 the sponsor distributed 1,016,514 founder shares to one of its members, James Michael McCrory, resulting in Mr.

McCrory holding his founder shares directly rather than indirectly through the sponsor.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Accordingly, in the event the consummation of our initial

business combination takes the maximum 18 months, Christy Albeck will be paid a total of $90,000 ($5,000 per month) for office space,

business combination takes a maximum of 24 months, Christy Albeck will be paid a total of $120,000 ($5,000 per month) for office space,

utilities, secretarial support and other administrative and consulting services and will be entitled to be reimbursed for any out-of-pocket

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or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

suitable business combinations.

However, these individuals will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our initial stockholders,

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facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in

the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee

believes the relationship underlying the transaction to be in the best interests of the company and its stockholders and (v) the

effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility

to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including

all relevant facts and circumstances relating thereto.

Under the policy, we may consummate related party transactions only if our audit

committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

The policy will not permit

any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which

he or she is the related party.

obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction,

(iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship

underlying the transaction to be in the best interests of the company and its stockholders and (v) the effect that the transaction may

have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees.

Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances

relating thereto.

Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the

transaction in accordance with the guidelines set forth in the policy.

The policy will not permit any director or executive officer to

participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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The following is a summary of fees paid to MaloneBailey for services

For the year ended September 30, 2024 and 2023, fees were approximately $90,000 and $0, for the services MaloneBailey performed

in connection with our initial public offering, review of the financial information included in our Quarterly Reports on Form 10-Q for

the respective periods and the audit of our September 30, 2024 and 2023 financial statements included in this Annual Report.

Audit-Related

For the year ended September 30, 2024 and 2023, MaloneBailey did not render assurance and related services related to

the performance of the audit or review of financial statements.

For the year ended September 30, 2024 and 2023, MaloneBailey did not render tax compliance, tax advice and tax planning

For the year ended September 30, 2024 and 2023, MaloneBailey did not render any services to us other than those

set forth above.

LLP, acted as our independent registered public accounting firm.

The following is a summary of fees paid to UHY LLP for services rendered.

For the year ended September 30, 2024 and 2023, fees were approximately $50,000 and $0, for the services UHY LLP performed

in connection with our initial public offering, review of the financial information included in our Quarterly Reports on Form 10-Q for

the respective periods and the audit of our September 30, 2024 and 2023 financial statements included in this Annual Report.

For the year ended September 30, 2025 and 2024, fees were approximately $103,000 and $90,000, for the services MaloneBailey

performed in connection with our initial public offering, review of the financial information included in our Quarterly Reports on Form

10-Q for the respective periods and the audit of our September 30, 2025 and 2024 financial statements included in this Annual Report.

Audit-Related

For the year ended September 30, 2024 and 2023, UHY LLP did not render assurance and related services related to the performance

For the year ended September 30, 2025 and 2024, MaloneBailey did not render assurance and related services related to the performance

of the audit or review of financial statements.

For the year ended September 30, 2024 and 2023, UHY LLP did not render any services to us other than those set forth above.

For the year ended September 30, 2024 and 2023, UHY LLP did not render any services to us other than those set forth

For the year ended September 30, 2025 and 2024, fees were approximately $3,605 and $0, for tax compliance, tax advice and tax

planning services.

For the year ended September 30, 2025 and 2024, MaloneBailey did not render any services to us other than those set forth

audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

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committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act

which are approved by the audit committee prior to the completion of the audit).

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are

approved by the audit committee prior to the completion of the audit).

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENTS

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or notes thereto.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 29, 2024)

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed March 29, 2024)

First Amendment to the Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed with the SEC on September 24, 2025)

Bylaws (incorporated by reference to Exhibit 3.2 of the Form S-1 file no 333-275650)

Rights Agreement, dated March 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed with the SEC on March 29, 2024)

Description of Registrant’s Securities

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 10-K, filed with the SEC on December 26, 2024)

Letter Agreement, dated March 25, 2024, by and among the Company, I-B Good Works 4, LLC, James Michael McCrory, I-Bankers Securities, Inc., IB Capital LLC, and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on March 29, 2024)

Investment Management Trust Agreement, dated March 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed with the SEC on March 29, 2024)

Amendment No.

1 to the Investment Management Trust Agreement, dated September 22, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the SEC on September 24, 2025)

Registration Rights Agreement, dated March 25, 2024, among the Company and certain security holders (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed with the SEC on March 29, 2024)

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Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 of the Form S-1 file no.

333-333-275650)

Administrative Services Agreement, dated January 24, 2024, by and between the Company and Christy Albeck (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K, filed with the SEC on March 29, 2024)

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Code of Ethics (incorporated by reference to exhibit 14 of the Form S-1 file no.

Insider Trading Policy

Insider Trading Policy (incorporated by reference to Exhibit 19 of the Annual Report on Form 10-K, filed with the SEC on December 26, 2024)

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation

Linkbase Document

Inline XBRL Taxonomy Extension Definition

Linkbase Document

Inline XBRL Taxonomy Extension Label

Linkbase Document

Inline XBRL Taxonomy Extension Presentation

Linkbase Document

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Clawback Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K, filed with the SEC on December 26, 2024)

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

FORM 10-K SUMMARY

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TO FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm (PCAOB ID 206 )

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Equity (Deficit)

Statements of Cash Flows

Report of Independent Registered Public Accounting Firm (PCAOB ID 206 )

Balance Sheets as of September 30, 2025 and 2024

Statements of Operations for the years ended September 30, 2025 and 2024

Statements of Changes in Stockholders’ (Deficit) Equity for the years ended September 30, 2025 and 2024

Statements of Cash Flows for the years ended September 30, 2025 and 2024

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and the Board of Directors of

the Shareholders and Board of Directors of

Acquisition Corp.

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(the “Company”) as of September 30, 2025 and 2024, and

the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related

the related statements of operations, stockholders’ (deficit) equity, and cash flows for the years then ended, and the related

notes (collectively referred to as the “financial statements”).

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conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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ACQUISITION CORP.

September 30,

Current assets

Cash – restricted

Prepaid expenses

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Total current assets

Marketable securities held in trust account

Cash and investments held in Trust Account

$ 119,800,388

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Equity

Current liabilities

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Income taxes payable

Excise taxes payable

Due to Sponsor

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Commitments and contingencies (Note 6)

Common stock subject to possible redemption, 11,500,000 shares at redemption value of $ 10.26 and none per share as of September 30, 2024 and 2023, respectively

Stockholders’ Equity (Deficit)

Common stock subject to possible redemption, 1,490,880 and 11,500,000 shares at redemption value of $ 10.72 and 10.26 per share at September 30, 2025 and 2024, respectively

Stockholders’ (Deficit) Equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and 2024

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 4,249,090 and 3,243,590 shares issued and outstanding as of September 30, 2024 and 2023 (1) , respectively

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 4,249,090 shares issued and outstanding as of September 30, 2025 and 2024, respectively

Additional paid-in capital

Retained Earnings (Accumulated Deficit)

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

Total Stockholders’ (Deficit) Equity

Total Liabilities and Stockholders’ (Deficit) Equity

$ 119,800,388

September 30, 2023, includes an aggregate of up to 423,077 shares subject to possible forfeiture at the closing of initial public

accompanying notes are an integral part of the financial statements.

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Other income:

Interest earned on marketable securities held in Trust Account

Income (Loss) before provision for income taxes

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

Income before provision for income taxes

Provision for income taxes

Net income (loss)

Basic weighted average common stock outstanding, redeemable

Basic net income per common stock, redeemable

Diluted weighted average common stock outstanding, redeemable

Diluted net income per common stock, redeemable

net income per common stock, redeemable

weighted average common stock outstanding, redeemable

net income per common stock, redeemable

Basic weighted average common stock outstanding, non-redeemable

Basic net income (loss) per common stock, non-redeemable

Basic net income per common stock, non-redeemable

Diluted weighted average common stock outstanding, non-redeemable

Diluted net income (loss) per common stock, non-redeemable

an aggregate of up to 423,077 shares subject to possible forfeiture at September 30, 2023.

Diluted net income per common stock, non-redeemable

accompanying notes are an integral part of the financial statements.

ACQUISITION CORP.

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED SEPTEMBER 30, 2024 AND 2023

OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(Accumulated Deficit)

Retained Earnings

Stockholders’

Balance, September 30, 2022

(Accumulated Deficit)

Balance — September 30, 2023

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( 12,952,678 )

Net income (loss)

Balance — September 30, 2024

aggregate of up to 423,077 shares subject to possible forfeiture at the closing of proposed public offering.

Remeasurement of Common Stock subject to possible redemption

( 4,147,979 )

Excise tax payable attributable to redemption of Common Stock

( 1,061,310 )

Balance — September 30, 2025

$ ( 681,748 )

$ ( 681,323 )

$ ( 681,748 )

$ ( 681,323 )

accompanying notes are an integral part of the financial statements.

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Cash Flows from Operating Activities:

Net income (loss)

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

Interest earned on marketable securities held in Trust Account

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

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

( 5,130,712 )

( 3,026,873 )

Changes in operating assets and liabilities:

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Short-term prepaid insurance

Due to Sponsor

Accounts payable and accrued expenses

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Net cash used in operating activities

( 1,318,100 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay income taxes

Cash withdrawn from Trust Account in connection with redemption

Investment of cash into Trust Account

( 115,575,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 115,575,000 )

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Proceeds from sale of private placement units

Proceeds from the sponsor

Proceeds from promissory note

Repayment of promissory note

Advances from related party

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Payment of offering costs

Net cash provided by financing activities

Net Change in Cash and cash equivalents

Cash and cash equivalents – Beginning of period

Cash and cash equivalents – End of period

Redemptions of common stock

( 106,131,025 )

Net cash used in financing activities

( 106,131,025 )

Net Change in Cash and cash equivalents and Restricted Cash

Cash and cash equivalents and Restricted Cash – Beginning of period

Cash and cash equivalents and Restricted Cash – End of period

Cash – restricted

Cash and cash equivalents and Restricted Cash – End of period

Non-Cash investing and financing activities:

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Remeasurement of Common Stock subject to possible redemption

Excise tax payable attributable to redemption of Common Stock

accompanying notes are an integral part of the financial statements.

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are intended to be applied generally toward completing a Business Combination.

Transaction costs amounted to $ 7,755,845 consisting of the fair value amount of $ 3,867,050 related with the issued

representative shares, $ 3,450,000 of cash underwriting discount, and $ 438,795 of other offering costs.

costs amounted to $ 7,755,845 consisting of the fair value amount of $ 3,867,050 related with the issued representative shares, $ 3,450,000

of cash underwriting discount, and $ 438,795 of other offering costs.

Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal

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amendment to the Company’s amended and restated articles of incorporation (a) to modify the substance or timing of the Company’s

obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 18 months from the closing

of the Initial Public Offering or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

and Private Placement Shares if the Company fails to complete the Business Combination within 18 months from the closing of the Proposed

Public Offering.

In addition, the Sponsor has agreed to vote any Private Placement Shares held by it in favor of the Business Combination.

obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within the combination period

or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii)

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

if the Company fails to complete the Business Combination within the combination period.

In addition, the Sponsor has agreed to vote

any Private Placement Shares held by it in favor of the Business Combination.

Additionally,

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redeeming its shares with respect to more than an aggregate of 15% of the Public Shares.

Company will have until 18 months from the closing of the Initial Public Offering (the “Combination Period”) to complete

a Business Combination.

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 10 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 (less up to $100,000 of interest to pay dissolution expenses, which shall be

net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’

Company initially had until 18 months from the closing of the Initial Public Offering to complete a Business Combination, and further

extended, as described below, to 24 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination

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 10 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 (less up to $100,000 of interest to pay dissolution expenses, which 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), and (iii) as promptly as reasonably

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the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

September 22, 2025, the Company held the Special Meeting and the stockholders approved the Company’s First Amendment to its Amended

and Restated Articles of Incorporation (the “Extension Amendment”).

The Extension Amendment, among other things, (i) extends

the date by which the Company must consummate its initial business combination to March 28, 2026 or such later date as may be approved

by the Company’s stockholders in accordance with its amended and restated articles of incorporation;

(ii) provides that, prior

to the earliest of the completion of a business combination, the redemption of 100% of the Offering Shares if the Company is unable to

complete its initial Business Combination by March 28, 2026, and the redemption of shares in connection with a vote seeking to amend

any provisions of the Company’s Amended and Restated Articles relating to stockholders’ rights or any pre-initial Business

Combination activity, funds in the Company’s trust account will not be released, other than interest to pay franchise and income

(iii) sets forth the redemption and liquidation procedures if the Company does not consummate a business combination by the March

and (iv) provides public stockholders with the right to redeem their shares in connection with any amendment that modifies

the substance or timing of the Company’s obligation to redeem 100% of the public shares if it has not consummated a business combination

by March 28, 2026, or with respect to other material pre-business combination provisions, subject to the applicable redemption limitation.

connection with the Special Meeting, 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.

and Uncertainties

impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel - Hamas war, and related sanctions,

on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s

financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict,

the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,

the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus

and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank

Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide

military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of

Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken

in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries

have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact

of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity

prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally,

any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity

in capital markets.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the United States.

The significant provisions

of OBBBA include the permanent extension and modification of certain provisions of the Tax Cuts and Jobs Act, including international

tax provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in later

The Company is evaluating the provisions of OBBBA but it is not expected to have a material impact on the Company’s financial

August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for,

among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic

(i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the

repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1%

of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax,

repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of

stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury

(the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or

avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions

and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)

the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued

not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content

of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the

redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction

in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

the second quarter of 2024, the Internal Revenue Service issued final regulations with respect to the timing and payment of the excise

These regulations provided that the filing and payment deadline for any liability incurred during the period from January 1, 2023

to December 31, 2023 would be October 31, 2024.

The Company is currently evaluating its options with respect to this obligation.

amount of such excise tax not paid in full, will be subject to additional interest and penalties which are currently estimated at 10 %

interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount that

is unpaid from November 1, 2024 until paid in full.

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.

has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $ 1,061,310 excise tax payable.

As of September 30,

2025 and September 30, 2024, the Company’s aggregate excise tax payable amounted to $ 1,061,310 and $ 0 , respectively.

Concern Consideration

of September 30, 2024, the Company had $ 822,799 in cash and a working capital of $ 476,285 .

In connection with the Company’s assessment

of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”)

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for

a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it

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

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management plans to address this uncertainty through a Business Combination.

If a Business Combination is not consummated by September 28, 2025, there will be a mandatory liquidation and subsequent dissolution.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within

the Combination Period.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

of September 30, 2025, the Company had $ 428,700 in cash, $ 787,365 in restricted cash and a working capital deficit of $ 588,202 .

In connection

with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting

Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity

it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial

statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Management plans to address this uncertainty through

a Business Combination.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination

will be successful within the Combination Period.

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

outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

had $ 822,799 and $ 52,553 in cash as of September 30, 2024 and 2023, respectively, and no cash equivalents.

securities held in Trust account

of September 30, 2024, all of the assets held in the Trust Account were held in money market funds which are invested only in U.S.

Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period.

income earned from investments in these securities are included in the accompanying audited statements of operations.

As of September

30, 2023, there were no funds deposited in the Trust Account.

had $ 428,700 and $ 822,799 in cash as of September 30, 2025, and September 30, 2024, respectively, and no cash equivalents.

that is encumbered or otherwise restricted as to its use is included in cash – restricted.

As of September 30, 2025 and 2024, the

balance was $ 787,365 and $ 0 , respectively.

Cash – restricted at September 30, 2025 represents cash that was withdrawn from the

Trust Account to pay income taxes but is yet to be utilized at the end of the period.

and investments held in Trust account

of September 30, 2025 and 2024, all of the assets held in the Trust Account were held in money market funds which are invested only in

government securities.

Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting

Interest and dividends earned from investments in these securities are included in the statements of operations.

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

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or additional paid-in capital in the absence of retained earnings.

Accordingly, as of September 30, 2024, common stock subject to possible

redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable

shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable

shares are affected by charges against retained earnings or additional paid-in capital in the absence of retained earnings

of September 30, 2024, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

SCHEDULE OF COMMON STOCK SUBJECT TO REDEMPTION

Accordingly, as of September 30, 2025 and 2024, common stock subject

to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the

Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying

amount of redeemable shares are affected by charges against retained earnings or additional paid-in capital in the absence of retained

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 September 30, 2025 and 2024, the common stock subject to redemption reflected in the balance sheet are reconciled in the following

OF COMMON STOCK SUBJECT TO REDEMPTION

Gross proceeds

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Common stock subject to possible redemption, September 30, 2024

Redemptions of common stock

( 106,131,025 )

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, September 30, 2025

Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred

tax assets and liabilities for both the expected impact of differences between the audited financial statements and tax basis of assets

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

ASC 740 additionally

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

As of September 30, 2024 and 2023, the Company’s deferred tax asset had a full valuation allowance recorded against

Our effective tax rate was 25.39 % and 0 % for the year ended September 30, 2024 and 2023, respectively.

The effective tax rate differs

from the statutory tax rate of 21 % for September 30, 2024 and 2023, due to the valuation allowance on the deferred tax assets.

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

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

ASC 740 additionally requires a valuation

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

September 30, 2025 and 2024, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective

tax rate was 22.04 % and 25.39 % for the year ended September 30, 2025 and 2024, respectively.

The effective tax rate differs from the

statutory tax rate of 21 % for the period ended September 30, 2025 and 2024, due to the valuation allowance on the deferred tax assets,

interest and penalties and true up of startup costs per 2024 filed return.

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

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that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Income (Loss) per Common Share

Income Per Common Stock

Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period.

Accretion associated with the redeemable shares of common stock is excluded from earnings (loss) per share as the redemption value approximates

calculation of diluted net income (loss) per share does not consider the effect of the rights issued in connection with the (i) Initial

Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events.

As of September 30, 2024, the rights are exercisable to purchase 605,525 shares of common stock in the aggregate.

per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period.

Remeasurement associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates

calculation of diluted net income per share does not consider the effect of the rights issued in connection with the (i) Initial Public

Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events.

September 30, 2025 and 2024, the rights are exercisable to purchase 605,525 shares of common stock in the aggregate.

The weighted average

of these shares was excluded from the calculation of diluted net income (loss) per common stock since the inclusion of such rights would

be anti-dilutive.

of these shares was excluded from the calculation of diluted net income common stock since the inclusion of such rights would be anti-dilutive.

The rights cannot be converted to shares of common stock prior to an initial Business Combination;

therefore, they

have been classified as anti-dilutive.

following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

therefore, they have been classified

as anti-dilutive.

following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

SCHEDULE OF BASIC AND DILUTED NET LOSS PER COMMON STOCK

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Non-redeemable

the Year Ended September 30,

For the Year Ended September 30,

Non-redeemable

net income (loss) per common share

of net income (loss)

Basic weighted-average

shares outstanding

income (loss) per common share

the Year Ended September 30,

Basic net income per common share

Allocation of net income

Basic weighted-average shares outstanding

Basic net income per common share

For the Year Ended September 30,

Non-redeemable

net income (loss) per common share

of net income (loss)

weighted average shares outstanding

net income (loss) per common share

Diluted net income per common share

Allocation of net income

Diluted weighted average shares outstanding

Diluted net income per common share

Concentration

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Uninsured cash amount as of September 30,

2024, is $ 572,799 .

2025 and 2024, are $ 966,065 and $ 572,799 , respectively.

value of Financial Instruments

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Accounting Standards

August 2020, the FASB issued ASU 2020 06, “Debt—Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives

and Hedging— Contracts in Entity’s Own Equity (Subtopic 815 40)” (“ASU 2020 06”), to simplify certain financial

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

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

in an entity’s own equity.

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

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

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

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

ASU 2020 06 is effective for fiscal years beginning after

December 15, 2023 and should be applied on a full or modified retrospective basis.

Early adoption is permitted, but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company adopted ASU 2020 06 as of January

There was no effect to the Company’s presented audited financial statements.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2023-07 became effective as of December 31, 2024 and

the Company’s management adopted ASU 2023-07 in its financial statements and related disclosures (see Note 10).

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

on the Company’s financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERINGs

to the Initial Public Offering, the Company sold 11,500,000 Units, which includes a full exercise by the underwriter of their over-allotment

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at least 150 days after its initial business combination, the Founder Shares will be released from the lock-up.

of September 30, 2024 and 2023, the Company had due to Sponsor in amount of $ 0 and $ 50,000 , respectively.

The Sponsor has purchased an

aggregate of 610,500 Private Placement Units at a price of $ 10.00 per Private Placement Unit from the Company in a private placement,

of which $ 50,000 was deposited to the Company as of September 30, 2023 to cover the Company’s operating cost and deferred offering

cost and the balance was deposited with the closing of the Proposed Public Offering.

the year ended September 30, 2025, the Sponsor incurred travel expenses amounting to $ 2,788 which are reimbursable by Su De Tang Global

Corporation, the reimbursement was paid to the Company through the proceeds of the working capital loans.

As of September 30, 2025 and

2024, the Company had due to Sponsor, non-interest bearing and due on demand in the amount of $ 2,788 and $ 0 , respectively.

October 2023 through January 2024, the Company’s Sponsor entered into six subscription agreements to sell membership interests

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The total purchase price paid for the membership interest was $ 750 .

fair value of the 425,000 shares granted through March 28, 2024, to the Company’s directors and director nominees was

approximately $ 1,734,000 or approximately $ 4.08 per share.

The fair value of the additional 50,000

shares granted on September 11, 2024, to the Company’s directors and director nominees was approximately $ 499,000

or approximately $ 9.98

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence

under the applicable accounting literature in this circumstance.

As of September 30, 2024, the Company determined that a Business

Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business

Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently

modified) less the amount initially received for the purchase of the Founders Shares.

fair value of the 425,000 shares granted through March 28, 2024, to the Company’s directors and director nominees was approximately

$ 1,734,000 or approximately $ 4.08 per share.

The fair value of the additional 50,000 shares granted on September 11, 2024, to the Company’s

directors and director nominees was approximately $ 499,000 or approximately $ 9.98 per share.

The Founders Shares were granted subject

to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized

only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

September 30, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation

expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e.,

upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per

share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

Founder Shares issued to the directors and director nominees were valued using a Black-Scholes model.

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liquidation, the Company will cease paying these monthly fees.

the year ended September 30, 2024, the Company incurred $ 45,000 in fees for these services, of which $ 15,000 is recorded as accounts

payable and accrued expenses in the balance sheets as of September 30, 2024.

For the year ended September 30, 2023, the Company

did no t incur any fees for these services.

the year ended September 30, 2025, the Company incurred $ 60,000 in fees for these services, of which $ 15,000 is recorded as accrued expenses

in the balance sheet as of September 30, 2025.

For the year ended September 30, 2024, the Company incurred $ 45,000 in fees for these

services, of which $ 15,000 is included in accrued expenses in the accompanying balance sheet as of September 30, 2024

COMMITMENTS AND CONTINGENCY

30 unchanged sentences

of common stock for no cash consideration (the “Representative Shares”).

STOCKHOLDERS’ EQUITY (DEFICIT)

September 16, 2024, the Company issued an unsecured promissory note in the principal amount of $ 150,000 to Su De Tang Global Corporation

(the “Working Capital Loan”).

The principal balance of this Promissory Note represents the first of potentially three instalments

of the Working Capital Loan.

The Working Capital Loan bears no interest and will be extinguished without any payment required at the

consummation of a Business Combination with Su De Tang Global Corporation.

The Company has borrowed a total of $ 147,629 under the Working

As of September 30, 2025, the Company repaid an amount of $ 147,629 .

Borrowings under the note are no longer available.

STOCKHOLDERS’ EQUITY

Stock — The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with

4 unchanged sentences

of common stock are entitled to one vote for each share .

As of September 30, 2024 and 2023, there were 4,249,090 and 3,243,590 shares

of common stock issued and outstanding, excluding 11,500,00 and 0 shares of common stock subject to possible redemption, respectively.

Company did not have any significant deferred tax assets or liabilities as of September 30, 2024 and 2023.

As of September 30, 2025 and 2024, there were 4,249,090 shares of common stock

issued and outstanding, excluding 1,490,880 and 11,500,000 shares of common stock subject to possible redemption.

Company did not have any significant deferred tax assets or liabilities at September 30, 2025 and 2024.

Company’s net deferred tax asset (liabilities) are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Net operating

loss carryforward

Deferred tax assets

Net operating loss carryforward

Startup Costs

Total deferred

tax assets, net of allowance

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of allowance

income tax provision for the year ended September 30, 2025 and 2024 consists of the following:

SCHEDULE OF INCOME TAX PROVISION

in valuation allowance

September 30,

Change in valuation allowance

Income tax provision

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exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

year end September 30, 2023, the change in the valuation allowance was $ 1,437 .

year ended September 30, 2024, the change in the valuation allowance was $ 109,903 .

For the year ended September 30, 2025, the change

2 unchanged sentences

SCHEDULE OF RECONCILIATION OF FEDERAL INCOME

federal income tax rate

costs warrants

Change in fair

value of warrants

in valuation allowance

September 30,

Statutory federal income tax rate

Interest and penalties

True up - Startup Costs and Net Operating Loss per 2024 filed tax return

Change in valuation allowance

Income tax provision

22 unchanged sentences

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

of September 30, 2024, assets held in the Trust Account were comprised of $ 118,601,873 in a mutual fund that is invested primarily

of September 30, 2025, assets held in the Trust Account were comprised of $ 15,890,194 in a money market fund that is invested primarily

Treasury Securities.

For the period ended September 30, 2025, the Company had withdrawn $ 1,711,366 of interest earned on the

Trust Account to pay for income taxes and $ 106,131,025 from Trust Account in connection with redemptions.

of September 30, 2024, assets held in the Trust Account were comprised of $ 118,601,873 in a money market fund that is invested primarily

Treasury Securities.

Through September 30, 2024, the Company has not withdrawn any of the interest earned on the Trust Account.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis as of September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

basis as of September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

OF MEASURED FAIR VALUE ON RECURRING BASIS

September 30, 2025

Marketable securities held in trust account

September 30, 2024

Cash and investments held in Trust Account

$ 118,601,873

SEGMENT INFORMATION

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.

Company’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the

operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

management has determined that the Company only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, which

includes general and administrative expenses and interest and dividends earned on cash and investments held in Trust Account which are

included in the statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest and dividends earned on cash and investments held in Trust Account

and general and administrative expenses.

The CODM reviews interest and dividends earned on cash and investments held 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.

General and administrative expenses 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 period.

The CODM also reviews

general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial

statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events

that would have required adjustment or disclosure in the financial statements.

On September 16, 2024, the Company issued an unsecured promissory note

in the principal amount of $ 150,000 to Su De Tang Global Corporation (the “Working Capital Loan”).

The principal balance of

this Promissory Note represents the first of potentially three instalments of the Working Capital Loan.

The Working Capital Loan bears

no interest and will be extinguished without any payment required at the consummation of a Business Combination with Su De Tang Global

Since September 30, 2024, the Company has borrowed $ 147,629 under the Working Capital Loan and an aggregate of $ 2,371 remains

available to borrow under the Working Capital Loan.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

IB ACQUISITION CORP.

Chief Executive Officer

ACQUISITION CORP.

Executive Officer

December 29, 2025

5 unchanged sentences

Financial Officer

Christy Albeck

Financial and Accounting Officer)

Silvia Panigone

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 9A. Controls and Procedures