What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-15 · 156 added, 94 removed, 637 unchanged (28% of the section changed)

3 unchanged sentences

December 31, 2025

March 31, 2026

June 30, 2026

Prepaid expenses

5 unchanged sentences

Other Payable

Total Current Liabilities

Deferred underwriting fee

3 unchanged sentences

550,000,000 shares authorized;

6,900,000 shares issued and outstanding, at redemption value of $ 10.07 as of December 31, 2025 and $ 10.16 as of March 31,2026, respectively

6,900,000 shares issued and outstanding, at redemption value of $ 10.07 as of December 31, 2025 and $ 10.25 as of June 30,2026, respectively

Shareholders’ Equity (Deficit)

12 unchanged sentences

Three Months Ended

March 31, 2026

June 30, 2026

(Inception) through

June 30, 2025

Six Months Ended

June 30, 2026

Formation and operating costs

$ ( 526,603 )

$ ( 676,348 )

Loss from Operations

Interest income on trust account

Net Income (Loss)

Basic and diluted weighted average shares outstanding, redeemable ordinary shares

5 unchanged sentences

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2026

THE SIX MONTHS ENDED JUNE 30, 2026

Ordinary shares

Retained Earnings

( Accumulated

Shareholders’

Total Shareholders’

Balance – January 1, 2026

Accretion in value of redeemable shares

( 612,202 ) -

Net income (Loss)

Balance – March 31, 2026

1 unchanged sentence

$ ( 138,487 )

Accretion in value of redeemable shares

( 620,012 ) -

Net income (Loss)

Balance – June 30, 2026

$ ( 665,283 ) -

$ ( 665,090 )

ACQUISITION CORP

OF CHANGES IN SHAREHOLDER’S EQUITY (DEFICIT)

THE PERIOD FROM JUNE 24, 2025 (INCEPTION) THROUGH JUNE 30, 2025

Ordinary shares

Shareholder’s

Balance – June 24, 2025 (inception)

Ordinary shares issued to Sponsor (1)

Net income (Loss)

Balance – June 30, 2025

accompanying notes are an integral part of these unaudited condensed financial statements.

1 unchanged sentence

STATEMENT OF CASH FLOWS

three months ended

Six months Ended

June 30, 2026

(Inception) through

June 30, 2025

Cash flows from Operating Activities:

Net income (Loss)

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

Formation and operating costs paid by Sponsor under Promissory Note – Related Party

Interest income on trust account

( 1,232,214 )

Changes in operating assets and liabilities:

10 unchanged sentences

Accretion in value of redeemable shares

Deferred offering costs included in promissory note

Deferred offering costs included in accrued offering costs

Insider shares issued for subscription fee receivable

accompanying notes are an integral part of these unaudited condensed financial statements.

8 unchanged sentences

management team’s background, and to capitalize on the ability of our management team to identify and acquire a business.

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

All activities through March 31, 2026, were related to the Company’s

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

All activities through June 30, 2026, were related to the Company’s

formation and the Initial Public Offering (as defined below).

135 unchanged sentences

Mei Chi Tsai.

Pursuant to the Resignation Letter, Ms.

Tsai resigned from her position as a member of the Board and from all the committees on which

she served, effective February 17, 2026.

to the Resignation Letter, Ms.

Tsai resigned from her position as a member of the Board and from all the committees on which she served,

effective February 17, 2026.

February 25, 2026, the Board appointed Ms.

2 unchanged sentences

Ding qualifies as an “independent director” under the Nasdaq Stock Market Listing Rules.

described in more detail in Note 10, Subsequent Events, on April 23, 2026, the Company entered into a Business Combination Agreement

(the “Business Combination Agreement”) with Kukugan Invest, a Cayman Islands exempted company (“Parent”), and

CADV Ventures S.A., a Polish company and a wholly-owned subsidiary of Parent.

April 23, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Kukugan

Invest, a Cayman Islands exempted company (“Parent”), and CADV Ventures S.A., a Polish company and a wholly-owned subsidiary

Pursuant to the Business Combination Agreement, Parent will merge with and into the Company, with the Company continuing as

the surviving company, and as a result of which, CADV.AI will become a wholly-owned subsidiary of the Company.

Upon the closing of the

transactions contemplated by the Business Combination Agreement, the combined company will be renamed Kukugan Corp.

The Business Combination

Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on April

Other than as specifically discussed, this report does not assume the closing of the transactions contemplated by the Business

Combination Agreement.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying unaudited condensed financial statements

of the Company are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q

and Article 8 of Regulation S-X promulgated under the Securities Act.

Certain information or footnote disclosures normally included in

financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the

Securities and Exchange Commission (“SEC”) for interim financial reporting.

Accordingly, they do not include all the information

and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management,

the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are

necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial

statements as of December 31, 202 5 filed with the SEC on February

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for

the period ending December 31, 2026 or for any other future periods.

and Capital Resources

of March 31, 2026, the Company had $ 476,842 in cash and a working capital of $ 551,513 .

accompanying unaudited condensed financial statements of the Company are presented in U.S.

dollars and have been prepared in accordance

with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information

and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Securities Act.

Certain information

or footnote disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted,

pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results

of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments,

consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and

cash flows for the periods presented.

accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December

31, 2025 filed with the SEC on February 12, 2026.

The interim results for the six months ended June 30, 2026 are not necessarily indicative

of the results to be expected for the period ending December 31, 2026 or for any other future periods.

Liquidity, Capital Resources and Going Concern Consideration

of June 30, 2026, the Company had $ 136,583 in cash

and a working capital deficit of $ 665,090 .

Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000

5 unchanged sentences

of the Initial Public Offering and the Private Placement held outside of the Trust Account.

We expect to incur significant costs such

as legal fees and other professional fees in connection with a Business Combination, but management believes that the Company has sufficient

cash to meet its obligations as they become due within one year after the date that the financial statements are available to be issued.

In addition, in order to finance such transaction costs, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5).

As of March 31,

2026, there were no amounts outstanding under any Working Capital Loan.

In addition, in order to finance transaction costs in connection with a

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, provide the Company Working Capital Loans (as defined in Note 5).

As of June 30, 2026, there were no amounts outstanding

under any Working Capital Loan.

Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after

the completion of its initial business combination.

In addition, the Company expects to have negative cash flows from operations as it

pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations in

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

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

solely of pursuing a Business Combination.

Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors,

or third parties.

The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above),

loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination

Period, it will cease all operations and redeem the Public Shares.

Management plans to continue its efforts to consummate a Business

Combination during the Combination Period.

the Company expects to have access to additional sources of capital if necessary, there is no current commitment on the part of any financing

source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available.

liquidity condition and mandatory liquidation 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.

There is no assurance

that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination

will be successful or successful within the Combination Period.

The condensed financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Growth Company

27 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 476,842 of Cash held in operating account as of March 31, 2026.

The Company had no cash equivalents as of March 31,

The Company had $ 136,583 of Cash held in operating account as of June 30, 2026.

The Company had no cash equivalents as of June 30, 2026.

Held in Trust Account

of March 31, 2026, substantially all of the assets held in the Trust Account were held in U.S.

of June 30, 2026, substantially all of the assets held in the Trust Account were held in U.S.

Treasury Securities Money Market Funds.

5 unchanged sentences

The estimated fair values of investments held in Trust Account are determined using available market information.

As of March 31, 2026,

As of June 30, 2026,

the estimated fair values of investments held in Trust Account amounted to $ 70,703,700 .

12 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income

There were no unrecognized tax benefits as of March 31, 2026 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 2026 and no amounts accrued for interest and penalties.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its

Company is considered to be a Cayman Islands business company with no connection to any other taxable jurisdiction and is presently not

Company is considered to be a Cayman Islands exempted company with no connection to any other taxable jurisdiction and is presently not

subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the provision for income

taxes was deemed to be de minimis for the three months ended March 31, 2026.

taxes was deemed to be de minimis for the three and six months ended June 30, 2026.

Financial Instruments

36 unchanged sentences

outside of the shareholders’ equity section of the Company’s balance sheet.

As of December 31, 2025 and March 31, 2026, the

As of December 31, 2025 and June 30, 2026, the

6,900,000 ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

2 unchanged sentences

Accretion in value of redeemable shares

Ordinary Shares subject to possible redemption, March 31, 2026

Ordinary Shares subject to possible redemption, June 30, 2026

income per share

6 unchanged sentences

ordinary shares outstanding during the period.

At March 31, 2026, the Company did not have any dilutive securities and other contracts

At June 30, 2026, the Company did not have any dilutive securities and other contracts

that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

4 unchanged sentences

three months ended

March 31, 2026

June 30, 2026

(Inception) through

June 30, 2025

six months ended

June 30, 2026

Ordinary Shares

1 unchanged sentence

Ordinary Shares

Non-redeemable

Ordinary Shares

Non-redeemable

Ordinary Shares

Basic and diluted net income per ordinary share

Allocation of net income

Allocation of net income (loss)

Basic and diluted weighted average shares outstanding

4 unchanged sentences

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At March 31, 2026, the Company had not experienced

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

At June 30, 2026, the Company had not experienced losses

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

value of financial instruments

56 unchanged sentences

Simultaneously

with the closing of the Initial Public Offering and underwriter’s full exercise over-allotment option, the Sponsor purchased an

aggregate of 203,100 Private Units at a price of $ 10.00 per Private Unit from the Company in a private placement.

The proceeds from the

sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

The Private Units

are identical to the Units sold in the Initial Public Offering, as described in Note 7.

If the Company does not complete a Business Combination

within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law) and the Private Warrants will expire worthless.

with the closing of the Initial Public Offering and underwriter’s full exercise of the over-allotment option, the Sponsor

purchased an aggregate of 203,100

Private Units at a price of $ 10.00

per Private Unit from the Company in a private placement.

The proceeds from the sale of the Private Units were added to the net

proceeds from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the Units sold in the

Initial Public Offering, as described in Note 7.

If the Company does not complete a Business Combination within the Combination

Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the

requirements of applicable law) and the Private Warrants will expire worthless.

RELATED PARTY TRANSACTIONS

June 30, 2025, the Company issued an aggregate of 1,725,000 insider shares to the Sponsor for an aggregate purchase price of $ 25,000

July 18, 2025, the Company issued an aggregate of 1,725,000 insider shares to the Sponsor for an aggregate purchase price of $ 25,000

The funds were received by October 24, 2025.

Such ordinary shares includes an aggregate of up to 225,000 shares subject to forfeiture

Such ordinary shares include an aggregate of up to 225,000 shares subject to forfeiture

by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will

2 unchanged sentences

Following the full exercise of the underwriters’ over-allotment option on October 28, 2025, no insider

shares will subject to forfeiture.

shares will be subject to forfeiture.

insider shares, except as described below, are identical to ordinary shares included in the units being sold in the Initial Public Offering,

43 unchanged sentences

subject to extension to up to 21 months, as provided in the Company’s registration statement, for such administrative services.

For the three months ended March 31, 2026, $ 30,000 was charged to operations and no amounts were outstanding on March 31, 2026.

For the three and six months ended June 30, 2026, $ 30,000 and $ 60,000 was charged to operations respectively and no amounts were outstanding

on June 30, 2026.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

5 unchanged sentences

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

As of March 31, 2026, no amounts under such loans have been drawn.

As of June 30, 2026, no amounts under such loans have been drawn.

COMMITMENTS AND CONTINGENCIES

46 unchanged sentences

STOCKHOLDER’S EQUITY

shares — The Company is authorized to issue 5,000,000 preferred shares ordinary shares with a par value of $ 0.0001 per share.

shares — The Company is authorized to issue 5,000,000 preferred shares with a par value of $ 0.0001 per share.

Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of March 31, 2026, there were no preferred

As of June 30, 2026, there were no preferred

shares issued or outstanding.

7 unchanged sentences

Holders of the Company’s ordinary shares are entitled to one vote for each share.

June 30, 2025, the Company issued an aggregate of 1,725,000 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000

July 18, 2025, the Company issued an aggregate of 1,725,000 ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000

in cash, of which 225,000 shares held by the Sponsor are subject to forfeiture to the extent that the underwriter’s over-allotment

1 unchanged sentence

On July 18, 2025, our sponsor transferred a total of 80,000 insider shares among our then Chief Executive

Shang Ju Lin, our Chief Financial Officer and our three independent directors pursuant to executed share transfer agreements.

Shang Ju Lin, our Chief Financial Officer and our three then-independent directors pursuant to executed share transfer agreements.

Following its Initial Public Offering and underwriter’s full exercise of over-allotment option, there were 1,928,100 ordinary shares

issued and outstanding as of March 31, 2026, excluding 6,900,000 shares subject to possible redemption and no ordinary shares were subject

issued and outstanding as of June 30, 2026, excluding 6,900,000 shares subject to possible redemption and no ordinary shares were subject

to forfeiture.

74 unchanged sentences

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

following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026, and indicates

following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026, and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

OF FAIR VALUE MEASUREMENT

March 31, 2026

June 30, 2026

Cash and marketable securities held in trust account

11 unchanged sentences

SCHEDULE OF SEGMENT INFORMATION

Six Months Ended

June 30, 2026

(inception) through

March 31, 2026

Formation and operating costs

17 unchanged sentences

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated all events or

transactions that occurred through the date the unaudited condensed financial statements were available to issue.

Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than noted

April 23, 2026, the Company, Parent, and CADV Ventures S.A., a Polish company and wholly-owned subsidiary of Parent (“CADV.AI”)

entered into a Business Combination Agreement, pursuant to which Parent will merge with and into the Company, with the Company continuing

as the surviving company, and as a result of which, CADV.AI will become a wholly-owned subsidiary of the Company.

Upon the closing of

the transactions contemplated by the Business Combination Agreement, the combined company will be renamed Kukugan Corp.

Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC

on April 27, 2026.

Other than as specifically discussed, this report does not assume the closing of the transactions contemplated by

the Business Combination Agreement.

of events that occur after the balance sheet date but before unaudited condensed financial statements are issued, the Company has evaluated

all events or transactions that occurred through the date the unaudited condensed financial statements were available to issue.

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

condensed financial statements.

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

What changed 10-Q

Item 1. Financial Statements