What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 158 added, 176 removed, 723 unchanged (32% of the section changed)

4 unchanged sentences

Cash – restricted

Prepaid expenses

Prepaid expenses and other current assets

Short-term prepaid insurance

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Excise taxes payable

Promissory note – related party

Due to Sponsor

Total current liabilities

Total Liabilities

Commitments and contingencies (Note 6)

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

Common stock subject to possible redemption, 759,139 and 1,490,880 shares at redemption value of $ 11.04 and 10.72 per share as of June 30, 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 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

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

Additional paid-in capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

General and administrative expenses

Loss from operations

( 1,552,606 )

Other income:

1 unchanged sentence

(Loss) income before provision for income taxes

( 1,189,730 )

Provision for income taxes

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OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

THE THREE AND NINE MONTHS ENDED JUNE 30, 2026

Stockholders’

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$ ( 1,688,366 )

THE THREE AND SIX MONTHS ENDED MARCH 31, 2025

Remeasurement of Common Stock subject to possible redemption

Balance — June 30, 2026

$ ( 2,312,553 )

$ ( 2,312,128 )

THE THREE AND NINE MONTHS ENDED JUNE 30, 2025

Stockholders’

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Remeasurement of Common Stock subject to possible redemption

Net income (loss)

Balance — March 31, 2025

Remeasurement of Common Stock subject to possible redemption

Net income (loss)

Balance — June 30, 2025

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

1 unchanged sentence

OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

Cash Flows from Operating Activities:

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Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses and other current assets

Short-term prepaid insurance

2 unchanged sentences

Accounts payable and accrued expenses

Excise taxes payable

Income taxes payable

7 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from promissory note – related party

Proceeds from promissory note

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businesses (the “Business Combination”).

The Company has not selected any potential business combination target, and the

Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential business

combination target with respect to an initial business combination with the Company.

The Company’s investment strategy is not specific

to any sector, however, the management team and board members believe there are compelling investment opportunities in a number of areas

including consumer goods, sports and entertainment, and healthcare technology.

The Company anticipates targeting companies domiciled

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

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

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

On March 16, 2026, the Company entered into a Business Combination Agreement with

GNQ Insilico Inc., a corporation formed under the federal laws of Canada (“GNQ”).

The Company’s investment strategy

is not specific to any sector, however, the management team and board members believe there are compelling investment opportunities in

a number of areas including consumer goods, sports and entertainment, and healthcare technology.

The Company anticipates targeting companies

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

of June 30, 2026, the Company had not yet commenced any operations.

All activity through June 30, 2026, relates to the Company’s

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

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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.

(as defined below) 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 (as defined below).

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

Additionally,

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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:.

March 16, 2026, the Company entered into a Business Combination Agreement (the “BCA”) with 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

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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”).

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 the Company’s Class A Common Stock (the “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.

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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”).

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;

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;

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.

with the execution of the BCA, GNQ has also entered into a 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 Financing”).

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.

Each Convertible Note shall be accompanied by a five-year Warrant to purchase GNQ Common Shares, subject to the terms

and conditions of the Side Letter Agreement.

Support Agreement

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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

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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.

to the Closing, IB Acquisition will enter into separate Lock-Up Agreements 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, subject to certain exceptions.

The lock-up restrictions may terminate upon the

occurrence of certain events, including specified trading price thresholds of SPAC Common Stock, as set forth in the Lock-Up

ACQUISITION CORP.

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in capital markets.

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

The financial statements do 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.

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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.

As of June 30, 2026 and September 30, 2025, the

Company had $ 1,442,167 (including $ 301,991 of penalties and interest) and $ 1,061,310 (no penalties and interest), respectively, in the

excise taxes payable, as presented in the accompanying balance sheets.

to Internal Revenue Service regulations, the Company was required to file a return and remit payment for the 2025 excise tax liabilities

on or before January 31, 2026.

As of the filing of these unaudited financial statements, the Company has not filed a return for the 2025

excise tax liability and such excise tax remains unpaid.

Concern Consideration

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

of June 30, 2026, the Company had $ 30,161 in cash, $ 0 in restricted cash and a working capital deficit of $ 2,190,878 .

In connection with

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

The interim results for the three and six months ended March

The interim results for the three and nine months ended June

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

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

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

had $ 30,161 and $ 428,700 in cash as of June 30, 2026, and September 30, 2025, respectively, and no cash equivalents.

ACQUISITION CORP.

1 unchanged sentence

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

As of March 31, 2026 and September 30,

As of June 30, 2026 and September 30,

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

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and investments held in Trust account

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

of June 30, 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.

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

Accordingly, as of March 31, 2026 and September 30, 2025, common stock

Accordingly, as of June 30, 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

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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

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

following table:

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Common stock subject to possible redemption, March 31, 2026

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, June 30, 2026

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

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

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.

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

effective tax rate was ( 2.76 )% and 24.34 % for the three months ended June 30, 2026 and 2025, respectively, and ( 6.41 )% and 24.20 % for

the nine months ended June 30, 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.

period ended June 30, 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

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There were no unrecognized

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

tax benefits and $ 667 and $ 0 accrued for interest and penalties as of June 30, 2026 and September 30, 2025.

The Company is currently

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

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

of such rights would be anti-dilutive.

As of June 30, 2026 and September 30, 2025, the rights are exercisable to purchase 605,525 shares of common stock in the aggregate.

weighted average of these shares was excluded from the calculation of diluted net (loss) 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.

they have been classified as anti-dilutive.

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

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,

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

Non-redeemable

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$ ( 981,586 )

$ ( 519,456 )

Basic weighted-average shares outstanding

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

Uninsured cash amounts as of March 31,

Uninsured cash amounts as of June 30, 2026

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

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

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.

the annual period ended September 30, 2025, the Company incurred travel expenses amounting to $ 2,788 ,

in connection with the potential Business Combination with Su De Tang Global Corporation, which was subsequently terminated.

expenses were advanced by the Sponsor on behalf of the Company.

As of June 30, 2026 and September 30, 2025, the Company had due

to Sponsor, non-interest bearing and due on demand, in the amount of $ 2,788 .

Note – Related Party

the nine months ended June 30, 2026, the Company issued a series of unsecured, non-interest-bearing promissory notes (the “2026

Notes”) to the Sponsor, with an aggregate principal amount of $ 500,000 .

The 2026 Notes are payable upon the earlier of (i) the

completion of the Company’s initial Business Combination or (ii) the occurrence of an event of default, as defined in the 2026

As of June 30, 2026, $ 500,000 was outstanding under the 2026 Notes and is presented in the accompanying balance sheets.

ACQUISITION CORP.

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The membership interests represent the indirect equivalent

of 525,000 Founders Shares which equates to 16.19 % of the 3,243,590 Founders Shares issued and outstanding.

The total purchase price

paid for the membership interests was $ 2,500 .

The Company modified the agreements in February 2024, with the intent to clarify that the

Founder Shares are “earned upon the completion of a successful Business Combination” and the modified agreement is to be

effective contemporaneously with the date and time of the initial subscription agreements.

The sale of the membership interests to the

Company’s management, directors and director’s nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

January 22, 2024, one of the subscription agreements representing an indirect equivalent of 100,000 Founders Shares or 3.08 % of the 3,243,590

Founders Shares (with over-allotment) issued and outstanding was terminated and $ 500 was paid to the subscriber as a result of the termination

of 525,000 Founder Shares which equates to 16.19 % of the 3,243,590 Founder Shares issued and outstanding.

The total purchase price paid

for the membership interests was $ 2,500 .

The Company modified the agreements in February 2024, with the intent to clarify that the Founder

Shares are “earned upon the completion of a successful Business Combination” and the modified agreement is to be effective

contemporaneously with the date and time of the initial subscription agreements.

The sale of the membership interests to the Company’s

management, directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

January 22, 2024, one of the subscription agreements representing an indirect equivalent of 100,000 Founder Shares or 3.08 % of the 3,243,590

Founder Shares (with over-allotment) issued and outstanding was terminated and $ 500 was paid to the subscriber as a result of the termination

of the agreement.

September 11, 2024, one of the subscription agreements representing an indirect equivalent of 100,000 Founders Shares or 3.08 % of the

3,243,590 Founders Shares (with over-allotment) issued and outstanding was amended in which the Sponsor granted an additional 50,000

Founder Shares bringing the total to 150,000 Founder Shares or 4.62 % of the 3,243,590 Founders Shares (with over-allotment) issued and

September 11, 2024, one of the subscription agreements representing an indirect equivalent of 100,000 Founder Shares or 3.08 % of the

3,243,590 Founder Shares (with over-allotment) issued and outstanding was amended in which the Sponsor granted an additional 50,000 Founder

Shares bringing the total to 150,000 Founder Shares or 4.62 % of the 3,243,590 Founder Shares (with over-allotment) issued and outstanding.

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

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

The Founders Shares were granted subject

The Founder 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

Compensation expense related to the Founder Shares is recognized

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

March 31, 2026, 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.

the Company entered into a Business Combination Agreement, the Company determined that a Business Combination is not considered probable

as of June 30, 2026, 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 Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received

for the purchase of the Founder Shares.

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

The following criteria presents

The following criteria present

the quantitative information regarding market assumptions used in the Founder Share valuations:

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liquidation, the Company will cease paying these monthly fees.

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.

the three and nine months ended June 30, 2026, the Company incurred $ 15,000 and $ 45,000 in fees for these services, respectively, of

which $ 15,000 is recorded as accrued expenses in the balance sheet as of June 30, 2026.

For the three and nine months ended June 30,

2025, the Company incurred $ 15,000 and $ 45,000 in fees for these services, of which $ 15,000 is recorded as accrued expenses in the balance

sheets as of June 30, 2025.

ACQUISITION CORP.

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(the “Working Capital Loan”).

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

The principal balance of this Promissory Note represented 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

Capital Loan.

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

Borrowings under the note are no longer available.

The Working Capital Loan bore no interest and was originally intended to be extinguished without any payment

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

However, the proposed Business Combination

was not consummated.

The Company borrowed an aggregate of $ 147,629 under the Working Capital Loan.

As of September 30, 2025, the Company

had repaid $ 147,629 and no borrowings were available under the note.

STOCKHOLDERS’ (DEFICIT) EQUITY

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

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.

As of June 30, 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.

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

Quoted prices

in active markets for identical assets or liabilities.

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.

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

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 June 30, 2026, assets held in the Trust Account were comprised of $ 8,261,479 in a money market fund that is invested primarily in

Treasury Securities.

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.

For the period ended June 30, 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 March 31, 2026 and September 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized

basis as of June 30, 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

June 30, 2026

September 30, 2025

Cash and investments held in Trust Account

17 unchanged sentences

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

cash to ensure enough capital is available to complete a Business Combination within the 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 and

SUBSEQUENT EVENTS

2 unchanged sentences

in the financial statements.

August 5, 2026, the Company issued unsecured, non-interest-bearing promissory notes (the “Note”) to the Sponsor, with a principal

amount of $ 250,000 .

The Note is payable upon the earlier of (i) the completion of the Company’s initial Business Combination or

(ii) the occurrence of an event of default, as defined in the Note.

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