Lake Superior Acquisition Corp 10-K

Item 9A. CONTROLS AND PROCEDURES Limitations on Effectiveness of Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this Annual Report, our disclosure controls and procedures were effective at a reasonable assurance level. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K 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 companies. This 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. Changes in Internal Control Over Financial Reporting There were no changes in the internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting. Item 9B. OTHER INFORMATION During the quarter and fiscal year ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 67 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Officers and Directors Our officers and directors are as follows: Name Age Title Edward Cong Wang 41 Chief Executive Officer and Chairman Ziqi Zhao 40 Chief Financial Officer Raymond J. Gibbs 71 Independent Director Manuel C. Menendez III 68 Independent Director Stephen Yas 75 Independent Director Edward Cong Wang is our Chief Executive Officer and Chairman. Mr. Wang previously served as the Chief Financial Officer at Redwoods Acquisition Corp. (Nasdaq: RWOD), from March 2022 to June 2024 prior to its business combination with ANEW Medical, Inc., a pharmaceutical company specializes in the development of patented, novel disease-modifying technologies to include key developments in treating neurodegenerative and age-related disorders. Mr. Wang previously served as the Chairman, President, and Chief Executive Officer at Pacifico Acquisition Corp. (Nasdaq: PAFO), from March 2021 to December 2022, prior to its business combination with Caravelle, an ocean technology company providing international shipping services and carbon-neutral solutions for wood desiccation. Mr. Wang has also served as the managing partner at Pacifico Financial Group since July 2024. He served as the managing partner at The Balloch (Holding) Group from March 2020 to June 2024. Before that, he was a partner at Prestige Financial Holdings Group Limited from August 2018 to September 2019. Mr. Wang served as a partner at Shenzhen Bode Chuangfu Investment Management Co. Ltd., from January 2017 to July 2018. Mr. Wang served as the chief executive officer of ZS Fur & Leather Fashion Co., a family-owned business, from July 2014 to December 2016. Prior to ZS Fur, he worked at Merrill Lynch, Pierce, Fenner & Smith Incorporated as a vice president from July 2011 to June 2014. Mr. Wang received a bachelor’s degree in Economics / Finance from Stony Brook State University in 2006 and graduated with a master’s degree of Statistics from Columbia University in 2010. Ziqi Zhao is our Chief Financial Officer. Mr. Zhao currently serves as Assistant to the General Manager and Head of Overseas Business Department since April 2024. From April 2015 to April 2024, Mr. Zhao served as a Director of Investment Banking for Guotai Junan Securities, one of China’s largest securities firms. With around 10 years of experience in the A-share investment banking sector, he has led and participated in various core business lines, including IPOs, refinancing, mergers and acquisitions, and corporate bonds. He has overseen numerous projects, managing all stages from initiation to issuance; this includes responsibilities such as project initiation, internal review, application, report supplementation, responses to regulatory feedback, and post-meeting documentation. From 2008 to 2014, before joining Guotai Junan, Mr. Zhao worked in Red Star Macalline and Shanghai Sacred Food Co., LTD. as a General Manager Assistant. From 2011 to 2012, Mr. Zhao studied for his Master of International Business from the University of Birmingham in the United Kingdom. Mr. Zhao has also completed a Bachelor of Environment Engineering from Donghua University in Shanghai between 2004 to 2008. Mr. Zhao’s relevant transaction experience and financial mastery make him a strong asset to the team. 68 Table of Contents Independent Directors We have chosen our independent directors for the purposes of assisting our Sponsor with sourcing and evaluating business combination opportunities and developing plans and strategies to optimize any business that we acquire. Raymond J. Gibbs became our Independent Director on September 30, 2025. Mr. Gibbs previously served as an independent director at Pacifico Acquisition Corp. (Nasdaq: PAFO) March 2021 to December 2022 and Redwoods Acquisition Corp. (Nasdaq: RWOD) from March 2022 to June 2024. He has spent the last 21 years as chief financial officer or commercial director of high technology and fast-moving consumer goods businesses both in the quoted and private arenas. Mr. Gibbs has co-chaired the UK-China Joint Working Group on Graphene Standardization, organized by the BSI Group and the China Standards Authority, and he has served as the chairman of planarTECH LLC since July 2019, and managers of University of Manchester-Graphene and Advanced Materials space since July 2019. In addition, he served as the president of business development and the chief executive officer of Haydale Graphene Industries PLC, a publicly listed company in the UK, from May 2010 to July 2019. Mr. Gibbs is a Chartered Accountant. Mr. Gibbs received a bachelor’s degree from Nottingham Trent University in 1977. We believe Mr. Gibbs is qualified to serve on our board of directors because of his extensive financial, management, and accounting experience, as well as his contacts and relationships. Manuel C. Menendez III became our Independent Director on September 30, 2025. With nearly 40 years of global experience in international business, Mr. Menendez has a proven track record in diverse markets including China, the Asia-Pacific region, the U.S., Europe, and Central and South America. Mr. Menendez currently serves as the Independent Director at Healthcare AI Acquisition Corp. (Nasdaq: HAIA) since November 2023. As the Founder, Chief Executive Officer, and Director of MCM Group Holdings Ltd., he specializes in international business development and investments, with a particular focus on cross-border investments, trade negotiations, and market entry strategies. Mr. Menendez was notably the CEO of Great Eastern Development (GED), leading the first U.S.-China Equity Joint Venture for a Fortune 100 company in 1980. His extensive involvement in humanitarian efforts includes serving as a pro bono advisor to the United Nations' WHO and UNEP. Mr. Menendez's vast international experience and commitment to sustainable business practices make him an invaluable asset to our board of directors. We believe Mr. Menendez is qualified to serve on our board of directors based on his international investment experience. Stephen Yas became our Independent Director on September 30, 2025. Mr. Yas is an accomplished architect with over 40 years of experience in the industry, currently serving as Managing Director at Novo Architects. As former Director of China at bKL Architecture, Regional Managing Director of dwp China, and Director of the Leadership in International Finance Group, he has garnered broad global real estate expertise. His project portfolio includes prestigious mixed-use developments, commercial, hospitality, high-rise, and corporate headquarters. He has been involved with many prestigious national and international award-winning projects, receiving recognition from the American Institute of Architects, HUD, Oxford University and Ohio University. He has been a critic and lecturer at many architectural schools, as well as being a much sought-after public speaker and frequent contributor, to architectural publications. Number and Terms of Office of Officers and Directors We currently have four directors. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution of members passed by at least 90% of holders of our ordinary shares who, being eligible, attend (in person or by proxy) and vote at a general meeting of the company. Each of our directors will generally hold office for a three-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). 69 Table of Contents Our officers are appointed 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 amended and restated memorandum and articles of association as it deems appropriate. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our board has determined that each of Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas is an independent director under applicable SEC rules and the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers has received any cash compensation for services rendered to us. Our Sponsor, directors and officers, or any of their respective affiliates, 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 by us to our Sponsor, directors, officers or our or any of their respective affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account (other than any permitted withdrawals). Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements and other than as set forth under “The Offering - Limited Payments to Insiders,” no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, directors and officers, or our or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the initial proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 70 Table of Contents We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our directors and officers may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Pursuant to Nasdaq listing rules we have established three standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1). Audit Committee We have established an audit committee of the board of directors. The members of our audit committee are Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas. Raymond J. Gibbs serves as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Raymond J. Gibbs qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 71 Table of Contents We have adopted an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: · assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; · the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other registered public accounting firm engaged by us; · pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; · reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm has with us in order to evaluate their continued independence; · setting clear hiring policies for employees or former employees of the independent registered public accounting firm; · setting clear policies for audit partner rotation in compliance with applicable laws and regulations; · obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; · meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ;” · reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and · reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 72 Table of Contents Compensation Committee We have established a compensation committee of the board of directors. The members of our compensation committee are Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas. Manuel C. Menendez III serves as chair of the compensation committee. We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including: · reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; · reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to the board approval of all of our other officers; · reviewing our executive compensation policies and plans; · implementing and administering our incentive compensation equity-based remuneration plans; · assisting management in complying with our proxy statement and annual report disclosure requirements; · approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; · producing a report on executive compensation to be included in our annual proxy statement; and · reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the obligations of our Sponsor or an affiliate or advisor thereof and reimbursement of expenses, or as set forth under “The Offering - Limited Payments to Insiders”, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee are Raymond J. Gibbs, Manuel C. Menendez III, and Stephen Yas. Stephen Yas serves as chair of the nominating and corporate governance committee. We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including: · identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; · developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; · coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of Inc company; and · reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. 73 Table of Contents We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. Code of Ethics We have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We will file a copy of our form of our Code of Ethics as an exhibit to the registration statement. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Legal Proceedings Involving Our Officers and Directors There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. Conflicts of Interest Under British Virgin Islands law, directors and officers owe the following fiduciary duties: · duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole. Sections 120(2) and 120(3) of the Companies Act provide that a director may (where expressly permitted by the company’s articles of association) act in a manner which he believes is in the best interests of the company’s parent company, even though it may not be in the best interests of the subsidiary company; · duty to exercise powers for the purposes for which those powers were conferred and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum and articles of association of the company; · duty to not improperly fetter the exercise of future discretion; and · duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. 74 Table of Contents In addition to the above, directors also owe a duty of care, which is not fiduciary in nature. This duty has been defined as a requirement to exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following this offering, as set forth in “ Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our management team, in their capacities as directors, officers or employees of our Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by either of our Sponsor or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under British Virgin Islands law and any other applicable fiduciary duties. Our directors and officers presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our directors or officers becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, or in the case of a non-compete restriction, may not present such opportunity to us at all, subject to his or her fiduciary duties under British Virgin Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “ Risk Factors - Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ” Because Pacifico Acquisition Corp. and Redwoods Acquisition Corp. have completed their business combinations and because the other entities to which our executive officers and directors owe fiduciary duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that the fiduciary duties or contractual obligations of our executive officers and directors will materially affect our ability to complete our business combination. 75 Table of Contents Potential investors should also be aware of the following potential conflicts of interest: · None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. · In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “- Directors and Officers .” · Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 18 months after the closing of this offering or during any Extension Period. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until 180 days after completion of our initial business combination. With certain limited exceptions, the private placement units (and the Class A ordinary shares or rights issuable upon exercise of such units) will not be transferable, assignable or salable by Sponsor until 180 days after the completion of our initial business combination. Since our Sponsor and directors and officers may directly or indirectly own ordinary shares following this offering, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. · Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. · Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination. The conflicts described above may not be resolved in our favor. Currently, Mr. Wang, Mr. Zhao, Mr. Gibbs, Mr. Menendez and Mr. Yas do not owe any fiduciary duties, or otherwise have any contractual obligations, to any entity. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, directors or officers, or making the acquisition through a joint venture or other form of shared ownership with either of our Sponsor, directors or officers. In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, officers or directors, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we, or a committee of independent directors, would obtain an opinion from an independent firm that commonly renders valuation opinions, independent accounting firm or independent investment banking firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from a valuation or appraisal firm that such an initial business combination is fair to our shareholders from a financial point of view. Furthermore, in no event will our Sponsor or any of our directors or existing officers, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. 76 Table of Contents In addition, our Sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our Sponsor and its affiliates have no obligation or current intention to do so. If our Sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence Sponsor’s motivation to complete an initial business combination. In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders, directors and officers have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and public shares held by them in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors British Virgin Islands law does limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors. Our amended and restated memorandum and articles of association provide that the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (1) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; (2) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, provided that the person acted honestly and in good faith and in what he believed to be in the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 77 Table of Contents Item 11. EXECUTIVE COMPENSATION Please see “Officer and Director Compensation” under Item 10 of this Annual Report. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our common stock as of February 12, 2025 by: · each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; · each of our executive officers and directors; and · all our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table reflects shares included within the private placement units but does not reflect record or beneficial ownership of the private placement rights as these rights are not convertible within 60 days of February 12, 2026. The beneficial ownership of our common stock is based on 15,693,333 shares of common stock issued and outstanding as of February 12, 2026, consisting of 11,860,000 shares of Class A common stock and 3,833,333 shares of Class B common stock. NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER OF SHARES BENEFICIALLY OWNED APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK Directors and Executive Officers Lake Superior Investments LLC (Sponsor) (3) 3,893,333 19.9 % Edward Cong Wang (4) 3,943,333 20.2 % Ziqi Zhao 40,000 * Raymond J. Gibbs 35,000 * Manuel C. Menendez III 30,000 * Stephen Yas 30,000 * All executive officers and directors as a group (five individuals) (5) 4,078,333 20.9 % 78 Table of Contents * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Lake Superior Acquisition Corp., 521 Fifth Avenue 17th Floor, New York, NY 10175, United States of America. (2) Interests shown consist solely of Founder Shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment. (3) Lake Superior Investments LLC, our sponsor, is the record holder of the shares reported herein. The sole member and director of our Sponsor is Edward Cong Wang, who by virtue of his control of our Sponsor may be deemed to share beneficial ownership of the founder shares held by our Sponsor. Edward Cong Wang disclaims beneficial ownership of the founder shares held by our Sponsor. (4) The 3,943,333 shares owned prior to the offering consists of 3,893,333 founder shares held by the Sponsor and 50,000 founder shares held directly by Edward Cong Wang. (5) The 4,078,333 shares owned prior to the offering consists of 3,893,333 founder shares held by the Sponsor and 185,000 founder shares held directly by our officers and directors. The holders of the Founder Shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any shares in connection with a shareholder vote to approve a proposed initial business combination or in connection with a tender offer. Our Sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE On September 9, 2024, the Sponsor paid $25,000, or approximately $0.0043 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 5,750,000 founder shares. Prior to this initial investment in us by the Sponsor, we had no assets, tangible or intangible. Subsequently, on March 18, 2025, our Sponsor surrendered for no consideration and we canceled 1,916,667 of such Class B ordinary shares, resulting in 3,833,333 Class B ordinary shares remaining outstanding. Up to 500,000 of the founder shares are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. Our initial shareholders and their permitted transferees will collectively beneficially own approximately 25% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, either of our Sponsor, any of its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity, Capital Resources and Going Concern .” On September 18, 2024, our Sponsor agreed to loan us up to an aggregate principal amount of $200,000 pursuant to an unsecured promissory note, which was further amended on September 17, 2025 (the “Promissory Note 1”). The Promissory Note 1 is non-interest bearing and is payable on the earlier of: (i) September 17, 2026, (ii) the consummation of the Proposed Public Offering, or (iii) the date on which we determine not to proceed with the Proposed Public Offering. The proceeds from the Promissory Note will be used, in part, for transaction costs incurred in connection with the Proposed Public Offering. As of December 31, 2025, there was no amount outstanding under the Promissory Note 1 On September 18, 2024, we entered into an Administrative Services Agreement with our Sponsor (the “Administrative Services Agreement”), pursuant to which we agreed to pay our Sponsor a total of $10,000 per month for office space and administrative and support services. The Administrative Services Agreement will commence on the effective date of this registration statement and continue until the earlier of the consummation of our initial Business Combination or our liquidation. 79 Table of Contents On June 13, 2025, our Sponsor agreed to loan us up to an aggregate principal amount of $100,000 pursuant to an unsecured promissory note, which was further amended on September 17, 2025 (the “Promissory Note 2”). The Promissory Note 2 is non-interest bearing and is payable on the earlier of: (i) September 17, 2026, (ii) the consummation of the Proposed Public Offering, or (iii) the date on which we determine not to proceed with the Proposed Public Offering. The proceeds from the Promissory Note will be used, in part, for transaction costs incurred in connection with the Proposed Public Offering. As of December 31, 2025, $94,360 was outstanding under the Promissory Note 2. Our Sponsor has paid certain formation and operating costs on our behalf. Additionally, we have received certain funds from our Sponsor. These advances are due on demand, non-interest bearing and unsecured. As of December 31, 2025, no amount was due to our Sponsor for these advances. Our sponsor and CCM have committed to purchase from us an aggregate of 330,000 units, or “private placement units,” at $10.00 per private placement unit, of which 230,000 private placement units will be purchased by our Sponsor and 100,000 private placement units will be purchased by CCM (for a total purchase price of $3,300,000). These purchases will take place on a private placement basis simultaneously with the closing of this offering. All of the proceeds we receive from this purchase of private placement units will be placed in the trust account described below. Our Sponsor and CCM has also agreed that if the over-allotment option is exercised by the underwriter, they will each purchase from us up to an aggregate of an additional 15,000 private placement units (up to a maximum of 30,000 additional private placement units in total) at a price of $10.00 per private placement unit. These additional private placement units will be purchased in a private placement that will occur simultaneously with the purchase of units resulting from the exercise of the over-allotment option. The proceeds from the purchase of these private placement units will be added to the proceeds of this offering and placed in the same trust account described in this prospectus maintained by Efficiency, as trustee. As more fully discussed in “ Directors, Executive Officers and Corporate Governance - Conflicts of Interest ,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following this offering, as set forth in “ Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ,” and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our Sponsor, directors and officers, or any of their respective affiliates, 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 Sponsor, directors, officers or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, either of our Sponsor, any of its affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans for each such person may be converted into Class A ordinary shares upon the consummation of our initial business combination at the price of $10.00 per share. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 80 Table of Contents After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials, as applicable, furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation. The holders of the (i) founder shares, (ii) private placement units, and Class A ordinary shares underlying the private placement units, and (iii) any Class A ordinary shares that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring us to register our securities held by them for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). The registration rights are described under the heading “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Registration Rights .” Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. We have adopted our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee, pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, directors or officers, or our or any of their respective affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, directors or officers unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that our initial business combination is fair to our shareholders from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors. 81 Table of Contents Furthermore, there will be no finder’s fees, reimbursements or cash payments made by us to our Sponsor, directors or officers, or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement units held in the trust account (other than any permitted withdrawals) prior to the completion of our initial business combination: · reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and · repayment of loans which may be made by our Sponsor, any of its affiliates or certain of our directors and officers to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans for each such person may be converted into Class A ordinary shares upon the consummation of our initial business combination at the price of $10.00 per share. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. These payments may be funded using the net proceeds of this offering and the sale of the private placement units not held in the trust account (other than any permitted withdrawals) or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of fees paid or to be paid to Guangdong Prouden CPAs GP or Prouden, for services rendered. On November 4, 2025, the audit committee approved the dismissal of MaloneBailey, LLP(“MaloneBailey”), effective immediately, and appointed Prouden as the Company’s independent registered public accounting firm, with immediate effect, for the year ended December 31, 2025, and to re-audit the Company’s financial statements for the period from March 19, 2024 (inception) through December 31, 2024. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Prouden in connection with regulatory filings. The aggregate fees billed by Prouden for professional services rendered for the audits of our financial statements as of and for the year ended December 31, 2025 and for the period from March 19, 2024 (inception) through December 31, 2024, reviews of the financial information included in our quarterly reports on Form 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2025, totaled $34,000. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. Audit-Related Fees . Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. For the year ended December 31, 2025, we did not pay Prouden for consultations concerning financial accounting and reporting standards. Tax Fees . We did not pay Prouden for tax planning and tax advice during the year ended December 31, 2025. All Other Fees . We did not pay Prouden for other services during the year ended December 31, 2025. Audit Committee Approval Our audit committee was formed upon the consummation of the Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing 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). On November 4, 2025, the audit committee approved the dismissal of MaloneBailey, effective immediately, and appointed Prouden as the Company’s independent registered public accounting firm, with immediate effect, for the year ended December 31, 2025, and to re-audit the Company’s financial statements for the period from March 19, 2024 (inception) through December 31, 2024. 82 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Item 15(a). The following documents are filed as part of this Annual Report: (1) See “Index to Financial Statements and Financial Statement Schedules” and (2) Item 8 to this Annual Report. (2) Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto. (3) The following is a list of exhibits filed as part of this Annual Report. Exhibit Number Exhibit Description Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number 1.1 Underwriting Agreement, dated October 6, 2025, by and between the Company and CCM. Form 8-K (Exhibit 1.1) 10/10/2025 001-42896 3.1 Memorandum and Articles of Association of Lake Superior Acquisition Corp Form S-1/A (Exhibit 3.1) 9/19/2025 333-287114 3.2 Amended and Restated Memorandum and Articles of Association of Lake Superior Acquisition Corp Form 8-K (Exhibit 3.1) 10/10/2025 001-42896 4.1 Specimen Class A Ordinary Share Certificate Form S-1/A (Exhibit 4.2) 9/19/2025 333-287114 4.2 Specimen Unit Certificate Form S-1/A (Exhibit 4.1) 9/19/2025 333-287114 4.3 Specimen Rights Certificate (included in Exhibit 4.4) Form S-1/A (Exhibit 4.3) 9/19/2025 333-287114 4.4 Rights Agreement, dated October 6, 2025, by and between Efficiency and the Company Form 8-K (Exhibit 4.1) 10/10/2025 001-42896 4.5* Description of Registered Securities 10.1 Letter Agreements, dated October 6, 2025, by and between the Company’s officers, directors, shareholders and Lake Superior Investments LLC Form 8-K (Exhibit 10.1) 10/10/2025 001-42896 10.2 Investment Management Trust Agreement, dated October 6, 2025, by and between Efficiency and the Company. Form 8-K (Exhibit 10.2) 10/10/2025 001-42896 10.3 Registration Rights Agreement, dated October 6, 2025, by and among the Company and the initial shareholders of the Company. Form 8-K (Exhibit 10.3) 10/10/2025 001-42896 10.4 Private Placement Unit Purchase Agreement, dated October 6, 2025, by and between the Company and Lake Superior Investments LLC. Form 8-K (Exhibit 10.4) 10/10/2025 001-42896 10.5 Private Placement Unit Purchase Agreement, dated October 6, 2025, by and between the Company and CCM. Form 8-K (Exhibit 10.5) 10/10/2025 001-42896 10.6 Indemnity Agreements, dated October 6, 2025, by and between the Company’s officers, directors, shareholders and Lake Superior Investments LLC. Form 8-K (Exhibit 10.6) 10/10/2025 001-42896 14.1 Form of Code of Ethics and Business Conduct Form S-1/A (Exhibit 14.1) 9/19/2025 333-287114 19.1* Insider Trading Compliance Policy and Procedures 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 97 Clawback Policy Form S-1/A (Exhibit 99.1) 9/19/2025 333-287114 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *Filed herewith. Item 16. FORM 10-K SUMMARY None. 83 Table of Contents SIGNATURES Pursuant 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. Lake Superior Acquisition Corp. Date: By: /s/ Edward Cong Wang Name: Edward Cong Wang Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below and on the dates indicated. Signature Title Date /s/ Edward Cong Wang Chief Executive Officer February 12, 2026 Edward Cong Wang (Principal Executive Officer) and Chairman /s/ Ziqi Zhao Chief Financial Officer February 12, 2026 Ziqi Zhao (Principal Financial Officer) /s/ Manuel C. Menendez III Director February 12, 2026 Manuel C. Menendez III /s/ Raymond J. Gibbs Director February 12, 2026 Raymond J. Gibbs /s/ Stephen Yas Director February 12, 2026 Stephen Yas 84 Table of Contents LAKE SUPERIOR ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 7254) F-2 Financial Statements: Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024 F-4 Statement of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024 F-5 Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from March 19, 2024 (inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Lake Superior Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of Lake Superior Acquisition Corp. (the “Company”) as of December 31, 2025 and December 31, 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025, and for the period from March 19, 2024 (Inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from March 19, 2024 (Inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a blank check company that was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities on or before April 8, 2027. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Guangdong Prouden CPAs GP Guangdong Prouden CPAs GP We have served as the Company’s auditor since 2025. Guangzhou, China February 12, 2026 PCAOB ID NO. 7254 F-2 Table of Contents LAKE SUPERIOR ACQUISITION CORP. BALANCE SHEETS As of December 31, 2025 2024 Assets Cash $ 485,927 $ 129,309 Prepaid expenses 74,250 — Total current assets 560,177 129,309 Deferred offering costs — 83,914 Investments held in trust account 116,026,206 — Total Assets $ 116,586,383 $ 213,223 Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit Due to related party $ 27,742 $ 7,045 Accounts payable and accrued expenses 6,193 43,869 Promissory note - related party 94,360 200,000 Total current liabilities 128,295 250,914 Deferred underwriting fee payable 4,600,000 — Total Liabilities 4,728,295 250,914 Commitments and Contingencies (Note 6) Class A ordinary shares, no par value; 200,000,000 shares authorized; 11,500,000 shares subject to possible redemption at redemption value of $ 10.09 per share 116,026,206 — Shareholders’ Deficit: Preference shares, no par value; 5,000,000 shares authorized; none issued and outstanding — — Class A ordinary shares, no par value; 200,000,000 shares authorized; 360,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) — — Class B ordinary shares, no par value; 10,000,000 shares authorized; 3,833,333 shares issued and outstanding (1) — — Additional paid-in capital — 25,000 Accumulated deficit ( 4,168,118 ) ( 62,691 ) Total shareholders’ deficit ( 4,168,118 ) ( 37,691 ) Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit $ 116,586,383 $ 213,223 (1) Class B ordinary shares have been retroactively adjusted to reflect the reduction of Founder shares (as defined in Note 5) in March 2025, which allowed the Sponsor to reduce the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).As a result of the underwriter full exercise of its over-allotment option to purchase 1,500,000 units on October 8, 2025, no shares were subject to forfeiture. The accompanying notes are an integral part of these financial statements. F-3 Table of Contents LAKE SUPERIOR ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Year Ended December 31, 2025 For the Period from March 19, 2024 (inception) through December 31, 2024 General and administrative expenses $ 360,173 62,691 Loss from Operations ( 360,173 ) ( 62,691 ) Other income: Interest earned on investments held in Trust Account 1,026,206 — Income (loss) before income taxes 666,033 ( 62,691 ) Income taxes provision — — Net Income (Loss) $ 666,033 ( 62,691 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 2,678,082 — Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.10 — Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption (1) 3,917,169 1,319,444 Basic and diluted net income (loss) per share, Class A and Class B ordinary shares not subject to redemption $ 0.10 ( 0.05 ) (1) Excludes an aggregate of up to 500,000 shares of Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). Class B ordinary shares have been retroactively adjusted to reflect the reduction of Founder shares (as defined in Note 5), which allowed the Sponsor to reduce the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter full exercise of its over-allotment option to purchase 1,500,000 units on October 8, 2025, no shares were subject to forfeiture. The accompanying notes are an integral part of these financial statements. F-4 Table of Contents LAKE SUPERIOR ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT For the Year Ended December 31, 2025 Ordinary shares Additional Total Class A Class B paid-in Accumulated shareholders’ Shares Amount Shares (1) Amount capital deficit deficit Balance as of January 1, 2025 — $ — 3,833,333 $ — $ 25,000 $ ( 62,691 ) $ ( 37,691 ) Private placement proceeds 360,000 — — — 3,600,000 — 3,600,000 Fair value of public rights — — — — 4,830,000 — 4,830,000 Allocated value of transaction costs to public rights — — — — ( 309,551 ) — ( 309,551 ) Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account) — — — — — ( 1,026,206 ) ( 1,026,206 ) Accretion of Class A ordinary shares subject to possible redemption to redemption value — — — — ( 8,145,449 ) ( 3,745,254 ) ( 11,890,703 ) Net income — — — — — 666,033 666,033 Balance as of December 31, 2025 360,000 $ — 3,833,333 $ — $ — $ ( 4,168,118 ) $ ( 4,168,118 ) For the Period from March 19, 2024 (inception) through December 31, 2024 Ordinary shares Additional Total Class A Class B paid-in Accumulated shareholders’ Shares Amount Shares (1) Amount capital deficit deficit Balance as of March 19, 2024 (Inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to the Sponsor (1) — — 3,833,333 — 25,000 — 25,000 Net loss — — — — — ( 62,691 ) ( 62,691 ) Balance as of December 31, 2024 — $ — 3,833,333 $ — $ 25,000 $ ( 62,691 ) $ ( 37,691 ) (1) Class B ordinary shares have been retroactively adjusted to reflect the reduction of Founder shares (as defined in Note 5), which allowed the Sponsor to reduce the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000, including an aggregate of up to 500,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). As a result of the underwriter full exercise of its over-allotment option to purchase 1,500,000 units on October 8, 2025, no shares were subject to forfeiture. The accompanying notes are an integral part of these financial statements. F-5 Table of Contents LAKE SUPERIOR ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the Period from March 19, 2024 (inception) through December 31, 2024 Cash Flows from Operating Activities: Net Income (loss) $ 666,033 $ ( 62,691 ) Adjustment to reconcile net income (loss) to net cash used in operating activities: Payment of operating costs by related party — 1,250 Interest earned on investments held in Trust Account ( 1,026,206 ) — Changes in operating assets and liabilities: Prepaid expenses ( 74,250 ) — Accounts payable and accrued expenses ( 9,934 ) — Net Cash Used in Operating Activities ( 444,357 ) ( 61,441 ) Cash Flows from Investing Activities: Purchase of investments held in Trust Account ( 115,000,000 ) — Net Cash Used in Investing Activities ( 115,000,000 ) — Cash Flows from Financing Activities: Proceeds from issuance of founder shares to Sponsor — 25,000 Proceeds from Initial Public Offering 115,000,000 — Proceeds from sale of private placement units 3,600,000 — Payment of underwriter commissions ( 2,300,000 ) — Payment of deferred offering costs ( 386,340 ) ( 34,250 ) Proceeds from promissory note - related party 100,000 200,000 Repayment of promissory note - related party ( 205,640 ) — Repayment of related party advance ( 7,045 ) — Net Cash Provided by Financing Activities 115,800,975 190,750 Net Change in Cash 356,618 129,309 Cash, Beginning of Year 129,309 — Cash, End of Year $ 485,927 $ 129,309 Supplemental Disclosure of Cash Flow Information: Remeasurement of Class A ordinary share to redemption value $ 12,916,909 $ — Deferred underwriting fee payable $ 4,600,000 — Deferred offering costs paid by related party — $ 5,795 Deferred offering costs in accounts payable and accrued expenses $ 1,200 $ 43,869 Accounts payable and accrued expenses paid by related party $ 27,742 $ - The accompanying notes are an integral part of these financial statements. F-6 Table of Contents LAKE SUPERIOR ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT S Note 1 — Description of Organization and Business Operation Lake Superior Acquisition Corp. (the “Company”) is a blank check company incorporated as a British Virgin Island (“BVI”) business company on March 19, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, it is subject to all the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. For the period from March 19, 2024 (inception) through December 31, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (the “IPO”) as defined below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company will generate non-operating income in the form of dividends and/or interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Lake Superior Investments LLC (the “Sponsor”), a Delaware limited liability company. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and Private Placement (as defined below) to the initial shareholder (see Note 4). The registration statement for the Company’s IPO became effective on September 30, 2025. On October 8, 2025, the Company consummated the IPO of 11,500,000 units (the “Units”), including the full exercise of the over-allotment option of 1,500,000 Units granted to the underwriters. Each Unit consists of one Class A ordinary share, no par value per share and one right to receive one-seventh (1/7) of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $ 10.00 per unit, generating gross proceeds of $ 115,000,000 , which is described in Note 3. Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 360,000 units (the “Private Placement Units”) to the Sponsor ( 245,000 Private Placement Units) and the underwriter ( 115,000 Private Placement Units), Cohen & Company Capital Markets (“CCM”), a division of Cohen & Company Securities, LLC, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 3,600,000 , which is described in Note 4. Transaction costs amounted to $ 7,370,254 consisting of $ 2,300,000 of cash underwriting fee which was paid in cash at the closing date of the IPO, $ 4,600,000 of deferred underwriting fee, and $ 470,254 of other offering costs. At the IPO date, cash of $ 649,760 was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting fees on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). F-7 Table of Contents Upon the closing of the IPO on October 8, 2025, an amount of $ 115,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) which will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if applicable). The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks shareholder approval in connection with a Business Combination, it receives a resolution of members under BVI law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the IPO in favor of approving a Business Combination and to waive redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination. F-8 Table of Contents The Company will have until 18 months from the closing of the IPO (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 and net of taxes payable), divided by the number of then outstanding Public Shares , which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting fees (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial amount held in the Trust Account ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of December 31, 2025, the Company had $ 485,927 in cash and a working capital of $ 431,882 . The Company currently has until April 8, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. 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 Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statement. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The audited financial statements do not include any adjustments that might result from outcome of these uncertainties. F-9 Table of Contents Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including tariffs, rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. 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 cyberattacks against U.S. companies. 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 statements do not include any adjustments that might result from the outcome of these uncertainties. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the audited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. F-10 Table of Contents Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 485,927 and $ 129,309 in cash and none in cash equivalents as of December 31, 2025 and December 31, 2024, respectively. Investments Held in Trust Account As of December 31, 2025, $ 116,026,206 cash and investments held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. These investments were classified entirely as Level 1 assets. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. For the year ended December 31, 2025, the Company earned $ 1,026,206 in interest income, which included earnings on the U.S. government treasury bills through their maturity date. The Company did not earn any interest income for the period from March 19, 2024 (inception) through December 31, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . The Company has not experienced losses on these accounts. Offering Costs Associated with the IPO Offering costs consist of legal, administrative, and other costs incurred through the IPO that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs were allocated to the Public Rights issued in the IPO on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights were charged to shareholders’ equity, based on the classification of underlying financial instruments, upon the completion of the IPO. Related Party Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. F-11 Table of Contents The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Class A ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classifies Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 11,500,000 ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and charge to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. F-12 Table of Contents As of December 31, 2025, the Class A ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Share Rights ( 4,830,000 ) Class A ordinary shares issuance costs ( 7,060,703 ) Plus: Remeasurement of carrying value to redemption value 12,916,909 Class A ordinary shares subject to possible redemption, December 31, 2025 $ 116,026,206 Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The Company has two outstanding classes of shares, which are referred to as redeemable ordinary shares and non-redeemable ordinary shares. Net income (loss) is shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events. As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the statements of operations is based on the following: For the Year Ended December 31, 2025 For the Period from March 19, 2024 (inception) through Dec 31, 2024 Net income (loss) $ 666,033 $ ( 62,691 ) F-13 Table of Contents For the Year Ended December 31, 2025 For the Period from March 19, 2024 (inception) through December 31, 2024 Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Redeemable Class A Ordinary Shares Non-redeemable Class A and Class B Ordinary Shares Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 270,451 $ 395,582 $ — $ ( 62,691 ) Denominator: Basic and diluted weighted average shares outstanding 2,678,082 3,917,169 — 1,319,444 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ — $ ( 0.05 ) Rights Accounting The Company accounts for rights as either equity-classified or liability-classified instrument based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations. As the rights issued upon the closing of the IPO and sale of Private Placement Units have met the criteria for equity classification under ASC 815, therefore, the rights are classified as equity; see Note 7 for detail description. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the period presented. F-14 Table of Contents Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Note 3 — Initial Public Offering On October 8, 2025, the Company sold 11,500,000 Units (including full allotment of 1,500,000 units), at a price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share with no par value and one right (the “Public Right”). Each Public Right entitles the holder to receive one-seventh (1/7) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor and CCM purchased an aggregate of 245,000 Private Placement Units and 115,000 Private Placement Units, respectively, at a price of $ 10.00 per Private Placement Unit for an aggregate purchase price of $ 3,600,000 . Each Private Placement Unit consists of one ordinary share (“Private Share”) and one-seventh (1/7) of one right (“Private Right”). Each Private Right will convert into one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Placement Units were added to the proceeds from the IPO which were deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. Private Placement Units and all underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions. Note 5 — Related Party Transactions Founder Shares On September 9, 2024, the Company issued 5,750,000 shares of Class B ordinary shares with no par value (the “Founder Shares”) to the Sponsor for an aggregated consideration of $ 25,000 , or approximately $ 0.0043 per ordinary share. In March 2025, the Sponsor reduced the purchase of Class B ordinary shares from 5,750,000 to 3,833,333 shares for $25,000 . As of December 31, 2025, there were 3,833,333 Founder Shares issued and outstanding; among which, up to 500,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full, so that the number of Founder Shares will collectively represent 25% of the Company’s issued and outstanding shares upon the completion of the IPO. As a result of the underwriter’s full exercise of its over-allotment option on October 8, 2025, no shares are subject to forfeiture. F-15 Table of Contents Promissory Note — Related Party On September 18, 2024 and June 13, 2025, the Sponsor agreed to loan the Company up to an aggregate amount of $ 200,000 and $ 100,000 , respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). Both notes were amended effective September 17, 2025, extending their respective due dates to September 17, 2026. The Promissory Note is unsecured, interest-free and due on the earlier of: (i) September 17, 2026 , or (ii) the date on which the Company closes the IPO, or (iii) the date on which the Company determines to not proceed with such offering. The loans were partially repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. As of December 31, 2025 and 2024, $ 94,360 and $ 200,000 were outstanding under the Promissory Note, respectively. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $ 10.00 per Unit at the option of the lender. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services. As of December 31, 2025 and 2024, the Company incurred $ 27,742 and $ 0 in administrative service fees, respectively. Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares issued and outstanding as of December 31, 2025, as well as the holders of the Private Placement Units, Class A Ordinary Shares and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make demands that the Company register such securities. Both the holders of the Founder Shares and the holders of the Private Placement Units as well as shares issued in payment of working capital loans made to the Company, if applicable, will have the ability to elect to exercise these registration rights at any time after the consummation of an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The Company has granted the underwriter a 45-day option from the date of IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully exercised its over-allotment option on October 8, 2025. F-16 Table of Contents The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $ 2,300,000 , of which $ 1,150,000 were invested in the purchase of Private Placement Units, upon the closing of the IPO. In addition, the underwriter will be entitled to a deferred fee of up to $0.40 per Unit, or 4% of the gross proceeds of the offering , or up to $ 4,600,000 in the aggregate payable based on the funds available in the Trust Account after redemptions of Public Shares, solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company recorded the deferred underwriting fee payable in the balance sheet as of December 31, 2025, by referring to ASC 450 that deferred underwriter fees should be recognized upon the close of IPO if the Business Combination is probable of occurring, and the underwriter fee can be reasonably estimated. Note 7 — Shareholders’ Deficit Preference Shares — The Company is authorized to issue a total of 5,000,000 preferred shares with no par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no shares of preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares with no par value. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 360,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue a total of 10,000,000 Class B ordinary shares with no par value. Holders of Class B ordinary shares are entitled to one vote for each share. On September 9, 2024, the Company issued 5,750,000 shares Class B ordinary shares with no par value to the Sponsor for an aggregated consideration of $ 25,000 , or approximately $ 0.0043 per ordinary share. In March 2025, the Sponsor reduced the purchase of ordinary shares from 5,750,000 to 3,833,333 shares for $25,000 , including up to 500,000 Class B ordinary shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. As of December 31, 2025, there were 3,833,333 Class B ordinary shares issued and outstanding; no shares are subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option on October 8, 2025. Only holders of Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of a Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 % of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination. Rights — Each holder of a right will receive one share of Class A ordinary shares upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights . No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). F-17 Table of Contents If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of ordinary shares underlying the rights. Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2025 (there were no such assets as of December 31, 2024), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2025 (Level 1) (Level 2) (Level 3) Assets Investments held in Trust Account $ 116,026,206 $ 116,026,206 — — Note 9 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements 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. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statement. The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: For the Year Ended December 31, 2025 For the Period from March 19, 2024 (inception) through Dec 31, 2024 General and administrative expenses $ 360,173 $ 62,691 Interest earned on investments held in Trust Account $ 1,026,206 $ — F-18 Table of Contents Note 10 — Subsequent Events In accordance with ASC 855, “Subsequent Events”, the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based on this review, as further disclosed in the footnotes and except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The Business Combination On January 23, 2026, the Company entered into a definitive Plan of Merger and Business Combination Agreement (the “Business Combination Agreement”) with Openmarkets Group Pty Ltd, an Australian proprietary limited company (“OMG”), and BMYG OMG Pty Ltd, an Australian proprietary limited company (the “Seller”) and such other persons who are contemplated to later join this Agreement as the “Purchaser” and “Merger Sub” therein, which are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement. Pursuant to the Business Combination Agreement, the Parties will cause the Predecessor shall be merged with Merger Sub, the separate corporate existence of Merger Sub shall cease and Predecessor shall continue as the surviving corporation and a wholly-owned subsidiary of Purchaser (the “Initial Merger”). As a result of the Initial Merger, (i) each issued and outstanding Company Share will convert into the right to receive one ordinary share of the Purchaser (the “Purchaser Shares”); (ii) each Company Unit shall convert into the right to receive one unit of the Purchaser, comprised of one Purchaser Share and one right to receive one-seventh of one Purchaser Share upon the Closing (each a “Purchaser Right”); and (iii) each Purchaser Right shall be converted into the right to receive one Purchaser Right. Following the Initial Merger, the Company and the Purchaser will cause the Company to liquidate, such that all assets of the Company are, or shall be, transferred to the Purchaser and all liabilities of the Company are, or shall be, assumed by the Purchaser (the “Liquidation”). Additionally, the Company will cause all of its contracts to be assigned to and assumed by the Purchaser. Following the Initial Merger, the Seller will contribute all of the issued and outstanding equity securities of OMG (the “OMG Shares”) to the Purchaser in exchange for approximately 30,000,000 Purchaser Shares (the “Exchange Consideration”) , which shares shall have a deemed value of $ 10.00 per share for the purposes of all calculations and adjustments under the Business Combination Agreement, with such Exchange Consideration subject to adjustment based on OMG’s net indebtedness, working capital, and indemnification obligations following the Closing as detailed in the Business Combination Agreement (the “Acquisition Contribution and Exchange”). Further, in addition to the Exchange Consideration, up to an additional 70,000,000 Purchaser Shares may be paid to the Seller based on certain milestone following the Closing as detailed in the Business Combination Agreement (the “Milestone Shares”). The Initial Merger, the Acquisition Contribution and Exchange and the other transactions to be consummated under the Merger Agreement are collectively referred to as the “Business Combination.” F-19