What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2026-02-11 · 262 added, 93 removed, 637 unchanged (36% of the section changed)

18 unchanged sentences

Commitments and contingencies (Note 6)

Common stock subject to possible redemption, 1,490,880 shares at redemption value of $ 10.80 and 10.72 per share as of December 31, 2025 and September 30, 2025, respectively

Common stock subject to possible redemption, 759,139 and 1,490,880 shares at redemption value of $ 10.97 and 10.72 per share as of March 31, 2026 and September 30, 2025, respectively

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and September 30, 2025

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 4,249,090 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and September 30, 2025

Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 4,249,090 shares issued and outstanding as of March 31, 2026 and September 30, 2025

Additional paid-in capital

Accumulated Deficit

( 1,688,791 )

Total Stockholders’ Deficit

( 1,688,366 )

Total Liabilities and Stockholders’ Deficit

3 unchanged sentences

For the Three Months Ended

For the Six Months Ended

General and administrative expenses

5 unchanged sentences

Net (loss) income

$ ( 639,866 )

$ ( 698,768 )

Basic and diluted weighted average common stock outstanding, redeemable

5 unchanged sentences

OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE THREE MONTHS ENDED DECEMBER 31, 2025

THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

Stockholders’

6 unchanged sentences

$ ( 861,323 )

THE THREE MONTHS ENDED DECEMBER 31, 2024

Remeasurement of Common Stock subject to possible redemption

Excise tax payable attributable to redemption of Common Stock

Balance — March 31, 2026

$ ( 1,688,791 )

$ ( 1,688,366 )

THE THREE AND SIX MONTHS ENDED MARCH 31, 2025

Stockholders’

3 unchanged sentences

( 1,083,509 )

Net income (loss)

Balance — December 31, 2024

Remeasurement of Common Stock subject to possible redemption

Net income (loss)

Balance — March 31, 2025

accompanying notes are an integral part of the unaudited financial statements.

1 unchanged sentence

OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

Net (loss) income

$ ( 698,768 )

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

5 unchanged sentences

Prepaid income taxes

Due to Sponsor

Accounts payable and accrued expenses

2 unchanged sentences

( 1,316,431 )

( 1,119,424 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account to pay income taxes

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

1 unchanged sentence

Proceeds from promissory note

Net cash provided by financing activities

Repayment of promissory note

Redemptions of Common Stock

( 7,886,591 )

Net cash used in financing activities

( 7,886,591 )

Net Change in Cash and Restricted Cash

7 unchanged sentences

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 unaudited financial statements.

15 unchanged sentences

in North America, Europe and Asia, with an enterprise value of at least $ 500 million.

of December 31, 2025, the Company had not yet commenced any operations.

All activity through December 31, 2025, relates to the Company’s

of March 31, 2026, the Company had not yet commenced any operations.

All activity through March 31, 2026, relates to the Company’s

formation, initial public offering (the “Initial Public Offering” as further defined below) and subsequent to the Initial

42 unchanged sentences

in the Trust Account to the Company’s stockholders, as described below.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

12 unchanged sentences

of the Business Combination.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders, which are holders of the

39 unchanged sentences

distribution will be less than the Initial Public Offering price per Unit ($ 10.05 ).

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

13 unchanged sentences

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.

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

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

The First 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 taxes;

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

by March 28, 2026;

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

connection with the Special Meeting, stockholders holding 10,009,120 shares of the Company’s shares of common stock exercised their

2 unchanged sentences

$ 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.

IB ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

on the date of redemption.

March 25, 2026, the Company held a Special Meeting, and the stockholders approved the Company’s Second Amendment to its Amended

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

The Second Extension Amendment, among other things,

(i) extends the date by which the Company must consummate its initial business combination to September 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 September 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 taxes;

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

by September 28, 2026;

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 September 28, 2026, or with respect to other material pre-business combination provisions, subject to the applicable redemption

connection with the Special Meeting, stockholders holding 731,741 shares of the Company’s shares of common stock exercised their

right to redeem their shares for cash at an approximate price of $ 10.78 per share of the funds in the Trust Account.

As a result, approximately

$ 7.9 million was removed from the Trust Account to pay such holders, leaving approximately $ 8.2 million remaining in the Trust Account

on the date of redemption.

Combination Agreement

March 16, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with GNQ Insilico Inc., a corporation

formed under the federal laws of Canada (“GNQ”).

Under the agreement, and subject to court approval and other closing conditions,

GNQ Shareholders will receive the following consideration in exchange for their respective shares of capital stock of GNQ upon completion

of the transaction:.

each share of GNQ common stock (the “GNQ Common Shares”) held by eligible electing Canadian shareholders of GNQ (“Electing

Shareholders”), the Electing Shareholder will receive a number of exchangeable shares in an indirect, wholly owned Canadian

subsidiary of IB Acquisition (the “ExchangeCo Shares”) equal to the quotient obtained by dividing 50,000,000 by the Fully-Diluted

GNQ Common Shares (as defined below) (the “GNQ Exchange Ratio”);

For each share of GNQ Common

Shares held by all other shareholders of GNQ (“Non-Electing Shareholders”, and collectively with the Electing Shareholders,

the “GNQ Shareholders”), such Non-Electing Shareholder will exchange their respective GNQ Common Shares for shares of

SPAC Class A Common Stock equal to the GNQ Exchange Ratio (the “GNQ U.S.

Shareholder Exchange” and, together with the

other exchanges and subscriptions described above, the “Share Exchanges”).

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

addition, under the BCA and the Arrangement:

All outstanding options

to purchase shares of GNQ Common Shares (the “GNQ Options”) will be exchanged for options to purchase shares of SPAC

Class A Common Stock under the GNQ 2026 Stock Incentive Plan (“Replacement Options”) and such resulting GNQ Common Shares

shall be exchanged in the Share Exchanges;

The GNQ Convertible Notes

will be automatically converted into GNQ Common Shares immediately prior to the Arrangement Effective Time and such underlying GNQ

Common Shares shall be exchanged in the Share Exchanges;

The GNQ Warrants will be

exchanged for shares of SPAC Class A Common Stock (the “GNQ Warrants Exchange”).

Letter Agreement

with the execution of the BCA, GNQ has also entered into a letter agreement (the “Side Letter Agreement”) with the Company

pursuant to which the GNQ will complete a debt financing of 10 % secured convertible promissory notes (“Convertible

Notes”) and common share purchase warrants (“Warrants”) for aggregate gross proceeds of up to US$ 2,000,000 (the “Bridge

In connection with the execution of the BCA, an investor introduced by the Company purchased a Convertible Note for

US$ 250,000 in aggregate principal amount of Convertible Notes.

The Convertible Notes accrue on the outstanding principal balance at a

rate of 10 % per annum, calculated on the basis of a 360-day year and expire in six months from the date of issuance.

At any time while

the Convertible Notes remain outstanding, the holders may, at their option, elect to convert all or any portion of the aggregate principal

amount outstanding under the Convertible Notes, together with any accrued and unpaid interest owing thereon, into that number of common

shares in the capital of GNQ (“GNQ Common Shares”) as is equal to the quotient of (a) the aggregate principal amount outstanding

under the Convertible Notes, together with any accrued and unpaid interest owing thereon as of the date immediately prior to conversion,

divided by (b) a price per GNQ Common Share equal to 80 % of the deemed price per GNQ Common Share as adjusted pursuant to the exchange

ratio set forth in the BCA (the “Conversion Price”).

Convertible Note shall be accompanied by a five-year Warrant to purchase GNQ Common Shares, with the number of GNQ Common Shares determined

by dividing (a) 100% of the principal amount of the Convertible Notes by (b) an assumed value for a GNQ Common Share to be agreed upon

by the parties based on a discount to the US$10.00 reference value of a share of SPAC Class A Common Stock as set forth in the BCA.

Warrants are exercisable for a period of five years from the date of issuance, provided that, in the event that the Transaction is effected

in advance of such expiry date, immediately prior to the effective time of the Transaction, the holders may elect to exercise the Warrants

into GNQ Common Shares on a cashless basis.

The exercise price under the Warrants will be equal to the Conversion Price.

Support Agreement

Contemporaneously

with the execution of the BCA, the Company, GNQ and certain GNQ shareholders entered into a Shareholder Support Agreement, pursuant to

which, among other things, the GNQ shareholders party to such agreement agreed (i) to vote their GNQ shares in favor of the Arrangement

and other resolutions needed to consummate the Arrangement and the other Transactions, and, subject to limited exceptions, to not transfer

such shares, and (ii) to waive, and not to exercise, any dissent rights for GNQ shares in connection with the Arrangement.

The GNQ shareholders

party to the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Arrangement.

Shareholder Support Agreement and all of its provisions will terminate and be of no further force or effect upon the earlier of (i) the

Closing, (ii) termination of the BCA pursuant to its terms, and (iii) a GNQ Modification in Recommendation made in connection with a

Superior Proposal.

Upon such termination of the Shareholder Support Agreement, all obligations of the parties under the Shareholder Support

Agreement will terminate;

provided, however, that such termination will not relieve any party thereto from liability arising in respect

of any breach of the Shareholder Support Agreement prior to such termination.

Support Agreement

Contemporaneously

with the execution of the BCA, the Company entered into a Sponsor Support Agreement with the Sponsor and GNQ, pursuant to which, among

other things, the Sponsor agreed (i) to vote its shares of SPAC Capital Stock in favor of the BCA and each of the Transaction Proposals,

and to not transfer such shares, (ii) not to redeem any of its shares of IB Acquisition capital stock in connection with the Transactions,

(iii) to waive its anti-dilution rights with respect to its shares of IB Acquisition common stock, under the IB Acquisition amended and

restated articles of incorporation, and (iv) to subject certain of its shares of IB acquisition common stock to additional transfer restrictions

and other conditions set forth in the Sponsor Support Agreement.

Sponsor Support Agreement and certain of its provisions will terminate and be of no further force or effect upon the earlier to occur

of Closing and termination of the BCA pursuant to its terms and, if the BCA is terminated pursuant to its terms, all provisions of the

Sponsor Support Agreement will terminate and be of no further force or effect.

to the Closing, IB Acquisition will enter into separate Lock-Up Agreements (each a “ Lock-Up Agreement ”) with a number

of GNQ shareholders and Sponsor pursuant to which the securities of IB Acquisition and ExchangeCo held by such holders will be locked-up

and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain exceptions.

securities held by such GNQ shareholders will be locked-up until the earlier of:

(i) six (6) months after the date of the Closing, and

(ii) subsequent to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization, or

other similar transaction that results in all of SPAC’s stockholders having the right to exchange their SPAC Common Stock for cash,

securities or other property;

provided , that if the closing trading price of the SPAC Common Stock on the stock exchange on which

the SPAC Common Stock is listed exceeds US$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations

and the like) for any 20 Trading Days within any 30-day Trading Day period, then Holder shall have the right to sell 50% of its SPAC

Common Stock subject to applicable regulatory restrictions, and if the closing trading price of the SPAC Common Stock on the stock exchange

on which the SPAC Common Stock is listed exceeds US$15.00 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 Trading Days within any 30-day Trading Day period, then Holder shall have the right to sell

an the remaining 50% of its SPAC Common Stock subject to applicable regulatory restrictions.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

and Uncertainties

54 unchanged sentences

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

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

12 unchanged sentences

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

connection with the Special Meeting held on March 25, 2026, stockholders holding 731,741 shares of the Company’s shares of common

stock exercised their right to redeem their shares for cash at an approximate price of $ 10.78 per share of the funds in the Trust Account.

As a result, approximately $ 7.9 million was removed from the Trust Account to pay such holders, leaving approximately $ 8.2 million remaining

in the Trust Account.

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

The Company has recorded 1% excise

tax based on the amount redeemed or an aggregate amount of $ 78,866 excise tax payable.

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

Company had $ 1,140,176 and $ 1,061,310 , respectively, in the excise taxes payable, as presented in the accompanying balance sheets.

The excise taxes payable are due on April 30, 2026.

Concern Consideration

of December 31, 2025, the Company had $ 165,484 in cash, $ 0 in restricted cash and a working capital deficit of $ 800,393 .

In connection

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

of March 31, 2026, the Company had $ 4,634 in cash, $ 0 in restricted cash and a working capital deficit of $ 1,551,227 .

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

26 unchanged sentences

year ended September 30, 2025, as filed with the SEC on December 29, 2025.

The interim results for the three months ended December 31,

The interim results for the three and six months ended March

31, 2026, are not necessarily indicative of the results to be expected for the year ending September 30, 2026 or for any future periods.

29 unchanged sentences

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

had $ 165,484 and $ 428,700 in cash as of December 31, 2025, and September 30, 2025, respectively, and no cash equivalents.

had $ 4,634 and $ 428,700 in cash as of March 31, 2026, and September 30, 2025, respectively, and no cash equivalents.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

As of December 31, 2025 and September

As of March 31, 2026 and September 30,

2025, the balance was $ 0 and $ 787,365 , respectively.

1 unchanged sentence

from the Trust Account to pay income taxes but was not utilized.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

and investments held in Trust account

of December 31, 2025 and September 30, 2025, all of the assets held in the Trust Account were held in money market funds which are invested

of March 31, 2026 and September 30, 2025, all of the assets held in the Trust Account were held in money market funds which are invested

government securities.

27 unchanged sentences

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

Accordingly, as of December 31, 2025 and September 30, 2025, 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.

Accordingly, as of March 31, 2026 and September 30, 2025, 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 sheets.

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

2 unchanged sentences

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 December 31, 2025 and September 30, 2025, the common stock subject to redemption reflected in the balance sheet are reconciled in

the following table:

OF COMMON STOCK SUBJECT TO REDEMPTION

$ 15.8 million remaining in the Trust Account on the date of redemption.

connection with the Special Meeting held on March 25, 2026, stockholders holding 731,741 shares of the Company’s shares of common

stock exercised their right to redeem their shares for cash at an approximate price of $ 10.78 per share of the funds in the Trust Account.

As a result, approximately $ 7.9 million was removed from the Trust Account to pay such holders, leaving approximately $ 8.2 million remaining

in the Trust Account on the date of redemption.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

of March 31, 2026 and September 30, 2025, the common stock subject to redemption reflected in the balance sheets are reconciled in the

following table:

SCHEDULE OF COMMON STOCK SUBJECT TO REDEMPTION

Common stock subject to possible redemption, September 30, 2025

1 unchanged sentence

Common stock subject to possible redemption, December 31, 2025

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Redemptions of Common Stock

( 7,886,591 )

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, March 31, 2026

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

3 unchanged sentences

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

December 31, 2025 and September 30, 2025, the Company’s deferred tax asset had a full valuation allowance recorded against it.

Our effective tax rate was ( 120.52 )% and ( 24.10 )% for the three months ended December 31, 2025 and 2024, respectively.

The effective

tax rate differs from the statutory tax rate of 21 % for the quarterly period ended December 31, 2025 and 2024, due to the valuation allowance

on the deferred tax assets.

March 31, 2026 and September 30, 2025, the Company’s deferred tax asset had a full valuation allowance recorded against it.

effective tax rate was ( 4.71 )% and 24.16 % for the three months ended March 31, 2026 and 2025, respectively, and ( 9.56 )% and 24.13 % for

the six months ended March 31, 2026 and 2025, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the

period ended March 31, 2026 and 2025, due to the valuation allowance on the deferred tax assets.

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

7 unchanged sentences

There were no unrecognized

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

tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and September 30, 2025.

The Company is currently

7 unchanged sentences

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

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

(Loss) Income Per Common Stock

6 unchanged sentences

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

As of December 31, 2025 and September 30, 2025, the rights are exercisable to purchase 605,525 shares of common stock in the aggregate.

As of March 31, 2026 and September 30, 2025, 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 (loss) income common stock since the inclusion

3 unchanged sentences

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

OF BASIC AND DILUTED NET LOSS INCOME PER COMMON STOCK

For the Three Months Ended December 31,

SCHEDULE OF BASIC AND DILUTED NET LOSS INCOME PER COMMON STOCK

For the Three Months Ended March 31,

For the Six Months Ended March 31,

Non-redeemable

Basic and diluted net (loss) income per common share

Allocation of net (loss) income

$ ( 162,136 )

$ ( 477,730 )

$ ( 179,312 )

$ ( 519,456 )

Basic weighted-average shares outstanding

Basic and diluted net (loss) income per common share

Concentration of Credit Risk

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

2 unchanged sentences

and management believes that the Company is not exposed to significant risks on such account.

Uninsured cash amounts as of December 31,

Uninsured cash amounts as of March 31,

2026 and September 30, 2025, are $ 0 and $ 966,065 , respectively.

1 unchanged sentence

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due

to their short-term nature.

ACQUISITION CORP.

42 unchanged sentences

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

the quarterly period ended December 31, 2025 and the annual period ended September 30, 2025, the Sponsor incurred travel expenses amounting

to $ 0 and $ 2,788 , respectively, 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 December 31, 2025 and September 30, 2025, the Company had due to Sponsor, non-interest

bearing and due on demand in the amount of $ 2,788 .

the quarterly period ended March 31, 2026, the Sponsor loaned the Company $ 10,000 .

During the annual period ended September 30,

2025, the Company incurred travel expenses amounting to $ 2,788 , which are reimbursable by Su De Tang Global Corporation.

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

As of March 31, 2026 and September 30,

2025, the Company had due to Sponsor, non-interest bearing and due on demand, in the amount of $ 10,788 and $ 2,788 ,

respectively.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

27 unchanged sentences

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

December 31, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation

March 31, 2026, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation

expense has been recognized.

24 unchanged sentences

liquidation, the Company will cease paying these monthly fees.

the three months ended December 31, 2025, the Company incurred $ 15,000 in fees for these services, of which $ 15,000 is recorded as accrued

expenses in the balance sheet as of December 31, 2025.

For the three months ended December 31, 2024, the Company incurred $ 15,000 in

fees for these services, of which $ 15,000 is recorded as accounts payable and accrued expenses in the balance sheets as of December 31,

the three and six months ended March 31, 2026, the Company incurred $ 15,000 and $ 30,000 in fees for these services, respectively, of

which $ 15,000 is recorded as accrued expenses in the balance sheet as of March 31, 2026.

For the three and six months ended March 31,

2025, the Company incurred $ 15,000 and $ 30,000 in fees for these services, respectively, of which $ 15,000 is recorded as accounts payable

and accrued expenses in the balance sheet as of March 31, 2025.

ACQUISITION CORP.

45 unchanged sentences

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

As of December

31, 2026 and September 30, 2025, there were no shares of preferred stock issued or outstanding.

1 unchanged sentence

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

As of December 31, 2025 and September 30, 2025, there were 4,249,090 shares

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

As of March 31, 2026 and September 30, 2025, there were 4,249,090 shares of

common stock issued and outstanding, excluding 759,139 and 1,490,880 shares of common stock subject to possible redemption, respectively.

ACQUISITION CORP.

11 unchanged sentences

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

Quoted prices

in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

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

of December 31, 2025, assets held in the Trust Account were comprised of $ 16,043,483 in a money market fund that is invested primarily

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based

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

of March 31, 2026, assets held in the Trust Account were comprised of $ 8,188,994 in a money market fund that is invested primarily in

Treasury Securities.

For the quarterly period ended December 31, 2025, the Company had not withdrawn any of interest earned on

the Trust Account.

For the quarterly period ended March 31, 2026, the Company had withdrawn $ 105,000 of interest earned on the

Trust Account to pay for income taxes and $ 7,886,591 from the Trust Account in connection with redemption.

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

3 unchanged sentences

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

basis as of December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

December 31, 2025

September 30, 2025

basis as of March 31, 2026 and September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized

to determine such fair value.:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS

Cash and investments held in Trust Account

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements