What changed in this filing

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Item 1. Financial Statements

2026-08-07 compared with 2026-05-11 · 82 added, 39 removed, 331 unchanged (27% of the section changed)

2 unchanged sentences

BALANCE SHEETS

Dollar, except for share data, or otherwise

Dollar, except for share data, or

otherwise noted)

Current asset

4 unchanged sentences

Total Assets $ 4,819,641 $ 59,928,357

Liabilities and Shareholders’ Deficit

Liabilities and Shareholders’ (Deficit)/Equity

Promissory note - related party $ 5,414,763 $ 2,208,521

Payable to a third party

Total current liabilities 5,414,763 2,333,521

3 unchanged sentences

Shareholders’ (deficit)/equity

Class A ordinary shares, no par value, 200,000,000 shares authorized;

nil shares issued and outstanding as of December 31, 2025 and 358,750 shares issued and outstanding as of March 31, 2026 (excluding 5,750,000,000 shares subject to possible redemption) - -

Class B ordinary shares, no par value, 10,000,000 authorized shares, 1,437,500 and 1,437,500 shares issued and outstanding as of December 31, 2025 and March 31, 2026, respectively 25,000 25,000

Class A ordinary shares, no par value, 200,000,000 authorized shares;

nil shares issued and outstanding as of December 31, 2025, and 358,750 shares issued and outstanding as of June 30, 2026 (excluding 5,750,000 shares subject to possible redemption) - -

Class B ordinary shares, no par value, 10,000,000 authorized shares, 1,437,500 and 1,437,500 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively.

25,000 25,000

Additional paid-in capital - 4,409,850

6 unchanged sentences

UNAUDITED STATEMENT OF OPERATIONS

Dollar, except for share data, or otherwise

Dollar, except for share data, or

otherwise noted)

For the three months ended

June 30, For the six months ended

2025 2026 2025 2026

General and administrative expenses $ 36,748 $ 189,638 $ 88,605 $ 400,217

10 unchanged sentences

UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY

Dollar, except for share data, or otherwise

Class A Ordinary

Class B Ordinary

shareholders’

(deficit)/equity

Dollar, except for share data, or

otherwise noted)

Class A Ordinary Shares

Class B Ordinary Shares

Additional paid-in

Total shareholders’

Balance as of December 31, 2024 - - 2,875,000 25,000 ( 399,108 ) - ( 374,108 )

Forfeited shares - - ( 1,437,500 ) - - - -

Net loss - - - - ( 51,857 ) - ( 51,857 )

Forfeited shares - - ( 1,437,500 ) - - - -

Balance as of March 31, 2025 - $ - 1,437,500 $ 25,000 ( 450,965 ) - ( 425,965 )

Balance as of June 30, 2025

Balance as of December 31, 2025 - - 1,437,500 25,000 ( 620,122 ) - ( 595,122 )

5 unchanged sentences

Balance as of March 31, 2026 358,750 - 1,437,500 25,000 ( 524,140 ) 5,641,425 5,142,285

Accretion of ordinary shares subject

to redemption value

Balance as of June 30, 2026

The accompanying notes are an integral part of

2 unchanged sentences

UNAUDITED STATEMENTS OF CASH FLOWS

Dollar, except for share data, or otherwise

For the three months ended

Dollar, except for share data, or

otherwise noted)

For the six months ended

Cash Flows from Operating Activities:

12 unchanged sentences

Payment for deferred offering costs ( 75,823 ) ( 1,262,495 )

Proceeds from a third party - 200,000

Payment on behalf of a third party - ( 75,000 )

Net Cash Provided by Financing Activities 85,823 55,018,763

13 unchanged sentences

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

The Company has not selected any potential Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.

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

All activity through March 31, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

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

All activity through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

38 unchanged sentences

However, the Company believes the likelihood of the sponsor having to indemnify the trust account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Business Combination Agreement

On August 3, 2026, the Company entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Newbridge Merger Sub, Inc., a wholly owned subsidiary of the Company (the “Merger Sub”), and Startech Group Inc.

(“Startech”).

Pursuant to the Business Combination Agreement, at least one business day prior to the closing of the business combination, the Company will continue out of the British Virgin Islands and become a Delaware corporation by way of continuation (the “Domestication,” and the Company after such domestication, the “Domesticated Company”).

Following the Domestication, Merger Sub will merge with and into Startech, with Startech surviving the merger as a wholly owned subsidiary of the Domesticated Company.

In connection with the business combination, the Company will be renamed “Startech Inc.” Under the terms of the Business Combination Agreement, Startech equityholders will receive an aggregate number of shares of the parent company’s common shares equal to the quotient obtained by dividing $ 1,000,000,000 by $ 10.00 , in exchange for all of Startech’s fully diluted company common stock.

The consummation of the business combination is subject to customary closing conditions, including approval of the business combination by the shareholders of the Company and Startech, effectiveness of the registration statement, conditional approval for listing of the common shares of the Domesticated Company on Nasdaq or another national securities exchange, and other customary closing conditions set forth in the Business Combination Agreement.

Going Concern Consideration

As of March 31, 2026, the Company had a working capital deficit of $ 501,095 and accumulated deficit of $ 524,140 .

For the three months ended March 31, 2026, net cash used in operating activities was $ 210,579 .

As of June 30, 2026, the Company had a working capital deficit of $ 690,733 and accumulated deficit of $ 234,770 .

For the six months ended June 30, 2026, net cash used in operating activities was $ 400,217 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

15 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC.

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 future periods.

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 future periods.

Emerging Growth Company Status

10 unchanged sentences

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

The Company did not have any cash equivalents as of March 31, 2026.

As of March 31, 2026, the Company has $ 1,846,192 of cash.

The Company did not have any cash equivalents as of June 30, 2026.

As of June 30, 2026, the Company has $ 1,642,788 of cash.

Cash and Marketable Securities Held in Trust

As of March 31, 2026, the Company had aggregated $ 57,806,561 in cash held in the Trust Account with Equinity Trust Company, LLC.

As of June 30, 2026, the Company had aggregated $ 58,285,569 in cash held in the Trust Account with Equinity Trust Company, LLC.

Deferred Offering Costs

29 unchanged sentences

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of June 30, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds $ 57,500,000

35 unchanged sentences

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.

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Description March 31, 2026 Quoted

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2026 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Description As of

(Level 1) Significant

Observable Inputs

(Level 2) Significant

5 unchanged sentences

The calculation of diluted net income per share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the rights are contingent upon the occurrence of future events.

As of March 31, 2026, the rights are exercisable to purchase 742,031 shares of common stock in the aggregate.

As of June 30, 2026, the rights are exercisable to purchase 742,031 shares of common stock in the aggregate.

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

2 unchanged sentences

For the three months ended

March 31, 2026

Redeemable Ordinary Share Non-Redeemable Ordinary Share

June 30, 2026 For the six months ended

June 30, 2026

Share Non-Redeemable

Share Redeemable

Share Non-Redeemable

Allocation of net income $ 219,921 $ 69,449 $ 281,307 $ 104,045

13 unchanged sentences

ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact these standards will have on it financial statements.

The Company is currently evaluating the impact these standards will have on its financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments clarify the applicability, form and content, and disclosure requirements of interim financial reporting under Topic 270.

The amendments provide a comprehensive list of interim disclosure requirements under U.S.

GAAP and establish a disclosure principle requiring entities to disclose events or changes occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The amendments are intended to improve the clarity and consistency of interim reporting requirements and do not change the fundamental nature of interim reporting or expand or reduce existing disclosure requirements.

The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements and related disclosures.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

8 unchanged sentences

Subject to certain limited exceptions, the initial shareholders have agreed not to transfer, assign or sell any of the private units and underlying ordinary shares until 30 days after the completion of the initial business combination or earlier if, subsequent to the initial business combination, the Company consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Note 5 — Payable to a

The Company received amounts from Startech Group

for the sole purpose of settling certain transaction-related legal and professional fees incurred by Startech.

The Company has no economic interest in these

amounts and acts solely as a payment facilitator under the arrangement.

Accordingly, the amounts received have been recorded as “Payable

to a Third Party” in the accompanying balance sheets until the related payments are made.

Note 6 — Related Party Transactions

11 unchanged sentences

The Company agrees the funds were used to pay for the Company’s expenses of the Initial Public Offering and Business Combination with interest-free.

As of March 31, 2026, the Company had borrowed $ 2,347,287 under the promissory note.

As of June 30, 2026, the Company had borrowed $ 2,208,521 under the promissory note.

Working Capital Loans

4 unchanged sentences

If the Company does not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

As of March 31, 2026, the Company had no borrowings under the Working Capital Loans.

As of June 30, 2026, the Company had no borrowings under the Working Capital Loans.

Extension Note

4 unchanged sentences

Any such loans will be non-interest bearing and payable upon the consummation of our initial business combination.

If the Company complete the initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to it.

If the Company completes the initial business combination, the Company would repay such loaned amounts out of the proceeds of the trust account released to it.

Otherwise, the Company will not repay such loans.

Furthermore, the letter agreement with the initial shareholders contains a provision pursuant to which the sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that the Company do not complete a business combination.

The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business combination.

31 unchanged sentences

On March 18, 2025, the Company forfeited aggregately 1,437,500 Class B ordinary shares to the Company.

As of March 31, 2026, there were 358,750 Class A ordinary shares issued and outstanding, including 186,250 shares from Private Placement and 172,500 Representative Shares, and excluding 5,750,000 ordinary shares subject to possible redemption.

As of March 31, 2026, there were 1,437,500 Class B ordinary shares issued and outstanding.

As of June 30, 2026, there were 358,750 Class A ordinary shares issued and outstanding, including 186,250 shares from Private Placement and 172,500 Representative Shares, and excluding 5,750,000 ordinary shares subject to possible redemption.

As of June 30, 2026, there were 1,437,500 Class B ordinary shares issued and outstanding.

The shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.

15 unchanged sentences

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May 11, 2026 that the financial statements were available to be issued, and did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On August 3, 2026, the Company entered into the Business Combination Agreement with Merger Sub and Startech.

Following the Domestication, Merger Sub will merge with and into Startech, with Startech surviving the merger as a wholly owned subsidiary of the Domesticated Company.

In connection with the business combination, the Company will be renamed “Startech Inc.” The consummation of the business combination is subject to customary closing conditions, including approval of the business combination by the shareholders of the Company and Startech, effectiveness of the registration statement, conditional approval for listing of the common shares of the Domesticated Company on Nasdaq or another national securities exchange, and other customary closing conditions set forth in the Business Combination Agreement.

The Company evaluated other subsequent events and transactions that occurred after the balance sheet date through August 7, 2026 that the financial statements were available to be issued, and did not identify any other subsequent events that would have required adjustment or disclosure in the 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