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Item 1. Financial Statements

2025-05-20 compared with 2024-11-14 · 999 added, 598 removed, 18 unchanged (99% of the section changed)

Financial Statements

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED BALANCE SHEETS

September 30, 2024

HOLDINGS, INC.

AND SUBSIDIAIRIES

Condensed Consolidated Balance Sheets

(In the United States Dollar, except share data)

December 31, 2024

Current assets:

Prepaid expenses

Cash and cash equivalents

Trade and other receivables, less allowance for credit losses of $ 66,006.82 and $ 67,579.81 as of March 31, 2025 and December 31, 2024, respectively

Inventories, net

Prepaid income taxes

Other current financial assets

Other current assets

Total current assets

Investments held in Trust Account

Liabilities and Stockholders’ Deficit

Equipment and vehicles, net

Operating lease right-of-use assets, net

Intangible assets, net

Other non-current financial assets

Deferred tax assets

$ 174,550,197

$ 175,239,579

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

Short-term borrowing

Short-term corporate bond

Trade and other payables

Accrued expenses

Operating lease liabilities-current

Other current liabilities

Income taxes payable

Excise tax payable

Notes payable - related party

Due to affiliate

Current portion - LT debt

Total current liabilities

Deferred underwriting commissions

Long-term debt

Operating lease liabilities- non-current

Other non-current liabilities

Deferred tax liabilities

Total liabilities

Commitments and Contingencies

Common stock subject to possible redemption, 1,886,221 shares issued and outstanding at redemption value of $ 10.96

per share and 3,467,954 shares issued and outstanding at redemption value of $ 10.50

per share at September 30, 2024 and December 31, 2023, respectively

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

no ne issued or outstanding at September 30, 2024 and December 31, 2023

Common stock;

$ 0.0001 par value;

100,000,000 shares authorized;

2,155,000 issued and outstanding (excluding 1,886,221 shares subject to possible redemption) at September 30, 2024 and 2,155,000 issued and outstanding (excluding 3,467,954 shares subject to possible redemption) at December 31, 2023

Additional paid-in

Stockholders’ equity:

Common stock, ₩ 5,000 par value, Authorized 100,000,000 shares;

19,276,978 shares and 2,155,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total stockholders’ deficit

Total Liabilities and Stockholders’ Deficit

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

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

General and administrative expenses

Loss from operations

Other income:

Interest earned on investments held in the Trust Account

Total other income

Loss (income) before provision for income taxes

Provision for income taxes

NET LOSS (INCOME)

WEIGHTED AVERAGE SHARES OUTSTANDING

BASIC AND DILUTED NET LOSS (INCOME) PER SHARE

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

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three and Nine Months Ended September 30, 2024 and 2023

Stockholders’

Balance, December 31, 2023

Accretion of common stock to redemption value

Balance, March 31, 2024 (unaudited)

Accretion of common stock to redemption value

Excise tax payable attributable to redemption of common stock

Balance, June 30, 2024 (unaudited)

Accretion of common stock to redemption value

Balance, September 30, 2024 (unaudited)

( 30,565,877 )

( 19,173,063 )

Accumulated other comprehensive income

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 174,550,197

accompanying notes are an integral part of the condensed consolidated financial statements.

HOLDINGS, INC.

AND SUBSIDIAIRIES

Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In the United States Dollar)

Three months ended

Cost of sales

Selling, general, and administrative expenses

Operating loss

( 2,917,826 )

( 3,302,528 )

Other income (expense):

Interest income

Interest expense

Other expenses

( 8,489,401 )

Loss before income taxes

( 11,392,814 )

( 3,355,362 )

Income tax benefit

( 11,392,814 )

( 3,355,366 )

Attributable to:

OSR Holdings Co., Ltd.

and subsidiaries

( 11,392,814 )

( 3,355,366 )

Non-controlling interests

Other comprehensive income for the year, net of tax

Gain on foreign currency translation

Total comprehensive loss for the year

$ ( 10,925,738 )

$ ( 3,343,391 )

Attributable to:

OSR Holdings Co., Ltd.

and subsidiaries

( 10,925,738 )

( 3,343,391 )

Non-controlling interests

Loss per share attributable to OSR Holdings Co., Ltd.

and subsidiaries

Basic loss per ordinary share

accompanying notes are an integral part of the condensed consolidated financial statements.

HOLDINGS, INC.

AND SUBSIDIAIRIES

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(In the United States Dollar, except share data)

comprehensive

Non-controlling

stockholders’

Balance, December 31, 2022

Sale of 430,000 Private Placement Units

Fair value of warrants and rights included in the Units sold in the Initial Public Offering and in the exercise of the over-allotment

Accretion of common stock to redemption value

Balance, March 31, 2023 (unaudited)

Remeasurement of common stock subject to redemption

Balance, June 30, 2023 (unaudited)

Remeasurement of common stock subject to redemption

Balance, September 30, 2023 (unaudited)

The accompanying notes are an integral part of the unaudited condensed financial stat em

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

at January 1, 2024

$ 162,606,449

$ ( 10,496,810 )

$ 152,241,301

( 3,355,366 )

currency translation adjustment

at March 31, 2024

$ 162,606,449

$ ( 13,852,175 )

$ 148,897,910

at January 1, 2025

$ 162,606,449

$ ( 19,173,063 )

$ ( 225,386 )

$ 143,208,215

( 11,392,814 )

currency translation adjustment

( 56,524,226 )

at March 31, 2025

$ 106,082,223

$ ( 30,565,877 )

$ 132,282,477

accompanying notes are an integral part of the condensed consolidated financial statements.

HOLDINGS, INC.

AND SUBSIDIAIRIES

Consolidated Statements of Cash Flows (Unaudited)

(In the United States Dollar)

Three months ended

Cash flows from operating activities:

Net loss (income)

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

Interest earned on investments held in the Trust Account

$ ( 11,392,814 )

$ ( 3,355,366 )

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

Loss on inventory valuation

Loss on disposal of tangible assets

Lease expense

Gain on disposal of ROU assets

Severance pay

Interest expense

Merger and acquisiton costs

Loss on foreign currency translation

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Income taxes payable

Net cash flows used in operating activities

(Increase) decrease in trade and other receivables

Increase in inventories, net

Increase in other current assets

(Decrease) increase in trade and other payables

Increase in accrued expenses

Increase (decrease) in lease liabilities

Increase in tax payables

(Decrease) Increase in other liabilities

Net cash used in operating activities

Cash flows from investing activities:

Cash withdrawn from Trust Account for payment to redeeming stockholders

Investment of cash in Trust Account

Withdrawal of interest from Trust Account to pay taxes

Cash deposited in Trust Account

Net cash flows provided by (used in) investing activities

Decrease in deposits

Decrease in short-term loan

Disposal of equipment and vehicles

Increase in deposits

Increase in long-term loan

Increase in cash and cash equivalents from business combination

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Redemption of common stock

Proceeds from Initial Public Offering, net of underwriters’ fees

Proceeds from over-allotment option

Proceeds from private placement

Proceeds from note payable - related party

Payment of offering costs

Proceeds from note payable - Sponsor

Repayments to note payable - Sponsor

Proceeds from affiliate

Net cash flows (used in) provided by financing activities

NET CHANGE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Supplemental disclosure of cash flow information Cash paid during the periods for:

Supplemental disclosure of noncash investing and financing activities

Deferred underwriters’ discount payable charged to additional paid-in

The accompanying notes are an integral part of the unau dite

d condensed financial statements.

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

NOTE 1–DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

Bellevue Life Sciences Acquisition Corp.

(the “Company”) was incorporated in Delaware on February 25, 2020.

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

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations.

All activity since inception relates to the Company’s formation and the initial public offering (“Initial Public Offering”) which is described below.

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

The Company will generate non-operating income

in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on February 9, 2023.

On February 14, 2023, the Company consummated the Initial Public Offering of 6,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 60,000,000 , which is described in Note 3.

On February 17, 2023, the underwriters exercised their over-allotment option in full.

The closing of the issuance and sale of the additional Units occurred (the “Over-Allotment Option Units”) on February 21, 2023.

The total aggregate issuance by the Company of 900,000 Over-Allotment Option Units at a price of $ 10.00 per unit generated total gross proceeds of $ 9,000,000 .

Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 430,000 Units (the “Private Placement Units”), to Bellevue Global Life Sciences Investors LLC (the “Sponsor”) at a price of $ 10.00 per Placement Unit, for an aggregate purchase price of $ 4,300,000 .

Each Unit and Private Placement Unit consists of one share of common stock, par value $ 0.0001 (the “Common Stock”), a warrant to purchase one share of Common Stock (the “Public Warrants” and “Private Placement Warrants” and collectively, the “Warrants”) and one right which entitles the holder thereof to receive one-tenth (1/10)

of a share of common stock (the “Public Rights” and Private Placement Rights” and collectively, the “Rights”), as described in Notes 3 and 4.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering 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 having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, 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 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”).

Upon closing of the Initial Public Offering, the Private Placement, the sale of the Over-Allotment Option Units and the additional Trust Account funding, a total of $ 70,207,500 was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 promulgated

under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide its holders of the outstanding shares of its Common Stock sold in the Initial Public Offering (the “Public Stockholders”) 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares (as described in Note 1) for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.175 per Public Share plus any pro rata interest then in the Trust Account, net of taxes payable).

The per share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were recorded at a redemption value and classified as temporary equity upon the closing of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information

and (ii) to clear all trades with the Company’s legal counsel or compliance officer prior to execution.

In addition, the Company’s Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees (the “Initial Stockholders”)) have agreed to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks stockholder approval of its Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 seeking redemption rights with respect to more than an aggregate of

15 % of more of the shares of Common Stock sold in the Initial Public Offering without the prior consent of the Company.

The Company’s Initial Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters, have agreed not to propose or vote in favor of an amendment to the Company’s Charter (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem

100 % of its Public Shares if the Company does not complete a Business Combination within nine months or such other time period as the stockholders may approve from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public shares in conjunction with such an amendment.

Pursuant to the Charter, 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 and as reasonably possible, but not more than ten 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 on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders rights as stockholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares (defined in Note 4) and Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) 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 other 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 residual assets remaining available for distribution (including Trust Account assets) may be less than approximately $10.175 per share initially held in the Trust Account.

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 partner business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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 public accounting firm), prospective partner businesses or 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.

Extension of Termination Date and Redemptions from the Trust Account

November 2023 Special Meeting

On November 9, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate a business combination from November 14, 2023 to February 14, 2024 and approved a proposal to give the Board of Directors (the “Board”) the authority in its discretion to amend the Charter to extend the date by which the Company must consummate a business combination from February 14, 2024 to May 14, 2024.

In connection with the Special Meeting, 3,432,046 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $ 10.49 per share for an aggregate redemption amount of $ 35,995,728 , leaving $ 36,372,335 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 561,957 .

Additionally, the Company deposited $ 180,000 into the Trust Account on November 13, 2023 in connection with the extension of the date by which the Company must consummate a business combination from November 14, 2023 to February 14, 2024.

In February 2024, the Board authorized and approved a second Certificate of Amendment to the Charter.

The second Certificate of Amendment to the Charter was filed with the Delaware Secretary of State, with an effective date of February 9, 2024, and extended the date by which the Company must consummate a business combination to the May 14, 2024.

In connection with the extension by which the Company must consummate a business combination to May 14, 2024, the Company deposited an extension payment of $ 60,000 into the Trust Account on each of February 9, 2024, March 12, 2024 and April 9, 2024.

May 2024 Special Meeting

On May 10, 2024, the Company convened a special meeting of its stockholders as scheduled and adjourned without any business being conducted.

The meeting was reconvened on May 14, 2024 (the “May Special Meeting”).

At the May Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from May 14, 2024 to November 14, 2024.

Following such approval by the Company’s stockholders, the Company has subsequently amended the Charter to extend the date by which the Company must consummate a business combination to November 14, 2024.

In connection with the May Special Meeting, 1,581,733 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $ 10.78 per share for an aggregate redemption amount of $ 17,045,763 , leaving $ 20,327,120 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 218,857 .

Additionally, the Company deposited an extension payment of $ 50,000 into the Trust Account on each of May 14, 2024, June 13, 2024, July 12, 2024, August 13, 2024, September 10, 2024, and October 11, 2024.

Franchise and Income Tax Withdrawal

In November 2023, the Company withdrew $ 561,957 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

The Company deposited the funds in the Company’s unrestricted general account and they were used for the payment of general operating expenses.

On April 16, 2024, the Company paid $ 461,957 in income taxes.

On April 17, 2024, the Company withdraw of

$ 100,000 of interest income earned in the Trust Account for payment of the Company’s state franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

On May 20, 2024, the Company paid $ 193,183 in franchise taxes.

On May 23, 2024, the Company withdrew $ 218,857 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

The Company deposited the funds in the Company’s unrestricted general account and they were used for payment of general operating expenses.

As of September 30, 2024, the Company withdrew $ 880,814 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account and paid $ 655,140 in franchise and incomes taxes resulting in $ 225,674 having been withdrawn from the Trust Account and not used to pay franchise and income taxes.

As of September 30, 2024, the Company’s obligations for franchise taxes remain payable.

Nasdaq Listing Rules Compliance

As previously reported by the Company on Form 8-K filed

on June 28, 2023, due to the resignation of a director effective on June 21, 2023, the Company notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”).

The Listing Rule requires the Audit Committee of the Board of Directors be composed of at least three members, each of whom must meet independence requirements under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

BLAC regained compliance with the Listing Rule on June 23, 2024.

As previously reported by the Company on Form 8-K

filed on June 13, 2024, due to the resignation of directors effective on June 7, 2024, the Company notified the Listing Qualifications Department of Nasdaq that the Company was not currently in compliance with Nasdaq’s majority independent board, compensation committee composition and audit committee composition requirements as described in Nasdaq Listing Rules 5605(b)(1), 5605(d)(2)(A) and 5605(c)(2)(A), respectively (the “Additional Listing Rules”).

BLAC regained compliance with the Additional Listing Rules on June 23, 2024.

On February 15, 2024, the Company received a notification from the Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”).

The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

On April 1, 2024, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement and, on April 17, 2024, the staff of Nasdaq approved the plan and granted the Company an extension until August 13, 2024 to demonstrate compliance with the Minimum Public Holders Requirement (the “Compliance Period”).

On August 20, 2024, the Company received written notice (the “Second Notice”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Requirement within the Compliance Period.

In accordance with the Second Notice, the Company timely requested a hearing before the Hearings Panel (the “Panel”), which automatically stayed any suspension or delisting action of the Company’s securities, and the hearing was held on October 1, 2024.

On October 4, 2024, the Panel granted the Company’s request for continued listing on the Nasdaq, subject to the requirement that on or before February 17, 2025, the Company shall demonstrate compliance with Listing Rule 5505, and that during the exception period, the Company shall provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

Proceeds from long-term debt

Proceeds from short-term borrowing

Repayment of short-term borrowing

Net cash provided by financing activities

Net change in cash and cash equivalents

Effects of changes in exchange rate on cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for income taxes (net of refunds received)

accompanying notes are an integral part of the condensed consolidated financial statements.

HOLDINGS, INC.

TO CONDENSED FINANCIAL STATEMENTS

2025 and 2024

(1) Organization and nature of business

The condensed consolidated financial

statements of OSR Holdings, Inc.

(the “Company” or the “Parent”) and its subsidiaries (collectively, the “Group”)

for the period ended March 31, 2025 were authorized for issuance in accordance with a resolution of the directors meeting on May 7, 2025.

The registered office is located at 37-36 Hoedong-gil, Paju-si, Gyeongi-do, Republic of Korea.

The Company is a global life sciences

holding company based in South Korea and is actively engaging in drug development, dedicating to advance healthcare outcome and driving

social progress.

Through open innovation and responsible investment, the Company aims to make a lasting impact across the industry as

well as our society.

With a strong focus on oncology and immunology, the Company’s mission is to build a robust portfolio of ventures,

bringing innovative and transformative therapies to market.

of shareholders as of March 31, 2025 are as follows:

Name of Shareholder

ordinary share

Percentage of

Bellevue Global Life Sciences Investors LLC

Bellevue Capital Management Europe AG

Bellevue Capital Management LLC

Duksung Co.,Ltd.

of investments in subsidiaries as of March 31, 2025 are as follows:

Name of subsidiary Share capital Percentage of ownership Principal activities Country of

incorporation

VAXIMM AG (“VAXIMM”) 1,091,203,754 100.00 % Biotech (drug development) Switzerland

RMC Co., Ltd.

(“RMC”) 35,000,000 100.00 % Medical device distribution Republic of Korea

Darnatein Co., Ltd.

(“Darnatein”) 6,466,667,000 100.00 % Biotech (drug development) Republic of Korea

OSR Holdings, Inc.

2,826,969 100.00 % SPAC The United States

Key financial information of the subsidiaries

at March 31, 2025 are as follows :

Name of subsidiary

Darnatein Co.,Ltd

OSR Holdings, Inc.

( 8,384,695 )

of entities, which are newly included in consolidation scope for the periods ended March 31, 2025 and 2024 are as follows:

For the year ended March 31, 2025

Name of subsidiary Reason Type of purchase consideration

OSR Holdings, Inc.

Acquisition (*1) Equity swap with shares of the Parent and OSR inc.’s share

Parent acquired subsidiary in February 2025 and accounted for the acquisitions at March 31, 2025, which is deemed the acquisition date.

(2) Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Accordingly, the unaudited condensed financial statements do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K

as of and for the year ended December 31, 2023 as filed with SEC on April 17, 2024.

Liquidity and Going Concern

As of September 30, 2024, the Company had $ 12,236 in its operating bank account and a working capital deficit of $ 3,901,465 .

The Company’s liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from related party and from the issuance of common stock.

Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering, the proceeds from the Private Placement Units held outside of the Trust Account and loans from the Sponsor, officers and directors and their affiliates.

Based on the foregoing and the limited amount of working capital that the Company received into the operating account from the Private Placement and issuances of promissory notes, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an Initial Business Combination or February 14, 2025 (subject to extension by approval of the Company’s stockholders).

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Over this time period, the Company has used and will be using the remaining funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the initial Business Combination.

Further needs for operating capital beyond the Company’s current operating cash balance may need to be funded through loans from the Company’s Sponsor, officers and directors and their affiliates.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If the Company is unable to complete a Business Combination by February 14, 2025 (subject to extension by approval of the Company’s stockholders), the Company will cease all operations except for the purpose of liquidating.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund operations through the liquidation date or thereafter should a deferral occur raises substantial doubt about the Company’s ability to continue as a going concern.

Management will seek to complete a business combination.

Emerging Growth Company

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 stockholder 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 an emerging growth 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 an 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 standards at the time the private companies adopt the new or revised standard.

This may make the comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying unaudited condensed consolidated financial statements have been prepared pursuant to U.S.

generally accepted accounting

principles (US-GAAP) and reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results

of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary

for a fair statement of the results of the interim periods presented.

The results of operations for the interim periods presented are

not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2024.

Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and

accompanying notes prepared in accordance with US-GAAP have been condensed in, or omitted from, these interim financial statements.

these unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements

and related notes to the condensed consolidated financial statements for the fiscal year ended December 31, 2023 included in the Company’s

Annual Report on Form S-4 filed with the SEC on December 27, 2024.

Principle of consolidation

condensed consolidated financial statements include the accounts of OSR Holdings, Inc.

and its subsidiaries.

All significant intercompany

transactions and balances have been eliminated in consolidation.

Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (VIE) or

voting interest model.

The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity,

and if so, whether the entity is a VIE.

If the Company determines it does not hold a variable interest in a VIE, it then applies the

voting interest model.

Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in

Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method

of accounting.

Use of estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effects of a condition, situation or set of circumstances that existed at the date of the 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.

preparation of the condensed consolidated financial statements in conformity with US-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 condensed

consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could

differ from those estimates.

Significant items subject to such estimates and assumptions include allowance for credit losses, valuation

of inventories, valuation of deferred tax assets, the useful lives of equipment and vehicles, lease liabilities and right-of-use assets,

and other contingencies.

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 $ 12,236 and $ 15,419 in cash held in its operating account as of September 30, 2024 and December 31, 2023, respectively.

The Company had no cash equivalents as of September 30, 2024 and December 31, 2023.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the financial statements, primarily due to their short-term nature.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of 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 investments in money market funds that invest in U.S.

government securities and generally have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

government securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

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

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

The fair values of cash and amounts due to related parties are estimated to approximate the carrying values as of September 30, 2024 and December 31, 2023 due to the short maturities of such instruments.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at

each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the financial statements as current or non-current based

on whether or not net-cash settlement

or conversion of the instrument could be required within 12 months of the balance sheet date.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument 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 warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined that upon review of the warrant agreement that the Public Warrants (as defined in Note 1) and the Private Placement Warrants (as defined in Note 1) issued in the Initial Public Offering qualify for equity accounting treatment.

In connection with the Initial Public Offering and the exercise of the over-allotment of up to 6,900,000 Public Units, each Public Unit is comprised of one share of common stock, $ 0.0001 par value, a warrant to purchase one share of Common Stock, and one Public Right to receive one-tenth (1/10)

of one share of Common Stock.

Simultaneously, with the consummation of the Initial Public Offering, the Company engaged in a private placement and issued placement units that are identical to the Public Unit, which included the issuance and delivery of aggregate of 430,000 Placement Rights underlying Placement Units (the “Placement Rights”, and together with the Public Rights and such other rights as the Company issues from time to time hereunder, the “Rights”).

The Company accounts for the rights issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40.

guidance provides that the rights described above are not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Equity Participation Shares

At the closing of the Initial Public Offering, the Company agreed to issue to Chardan 34,500 representative shares (“Equity Participation Shares”), which include an additional 4,500 shares due to the exercise of the over-allotment option in full, which will be issued upon the completion of the Initial Business Combination.

The Company complies with the requirements of ASC 340-10-S99-1 and

SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the date of these financial statements that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 7,330,000 shares of its common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock.

The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares

or require an adjustment to the earnings per share calculation.

The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market.

Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates the fair value.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480.

Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity (deficit).

The Company’s common stock sold in the Initial Public Offering and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2024 and December 31, 2023, 1,886,221 and 3,467,954 , respectively, shares of common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to difference 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.

Deferred tax assets were deemed to be de minimis as of September 30, 2024 and December 31, 2023.

The Company is subject to franchise tax filing requirements in the State of Delaware.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements 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.

There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment interest and penalties as of September 30, 2024 and December 31, 2023.

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 has been subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

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

NOTE 3–INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,000,000 Units at a price of $ 10.00 per Unit.

On February 17, 2023, the underwriters exercised their over-allotment option to purchase an additional 900,000 Units.

Each Unit consists of one share of common stock, one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment, and one right which entitles the holder thereof to receive one-tenth (1/10)

of a share of common stock (see Note 6).

Each warrant will

become exercisable 30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial business combination, or earlier upon redemption or liquidation.

Each right entitles the holder thereof to receive one-tenth (1/10)

of a share of common stock upon the consummation of an initial business combination, as described in more detail below.

Each ten rights entitle the holder thereof to receive one share of common stock at the closing of a business combination.

NOTE 4–RELATED PARTY TRANSACTIONS

Founder Shares

On July 30, 2020, the Sponsor purchased 1,437,500 shares of the Company’s Common Stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.017 per share.

On April 25, 2022, the Company executed a 1.2-for-one stock

split, resulting in an aggregate of 1,725,000 Founder Shares held by the Company’s sponsor, of which up to 225,000 Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) three years after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Common Stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -day trading

period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Private Placement Units

The Sponsor has purchased an aggregate of 430,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement that occurred simultaneously with the consummation of the Initial Public Offering.

Each Private Placement Unit consists of one share of Common Stock, one redeemable warrant entitling the holder to purchase one share of Common Stock, and one right which entitles the holder thereof to receive one-tenth (1/10)

of a share of common stock.

The Private Placement Warrants are exercisable only to purchase whole shares of Common Stock at an exercise price of $ 11.50 per share, subject to adjustment (see Note 6).

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

If the Company does not complete the initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be included in the liquidating distribution to the holders of the Public Shares.

The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units, including the component securities therein until 30 days after the completion of the Business Combination.

Promissory Notes

The Sponsor has advanced funds to the Company for the payment of expenses incurred in connection with the Initial Public Offering, which amount is evidenced by non-interest-bearing

promissory notes in the aggregate principal amount of $ 1,200,000 .

The promissory notes were due at the earlier of November 29, 2023 or upon the closing of the Initial Public Offering.

These notes were discharged and cancelled in connection with the private placement that closed simultaneously with the Initial Public Offering.

On June 23, 2023, the Sponsor loaned to the Company $ 200,000 to fund working capital requirements and in exchange therefor the Company issued to the Sponsor an unsecured promissory note in the principal amount of $ 200,000 .

This note is non-interest-bearing

and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

In the event that the Company does not consummate an initial Business Combination, the note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.

At the Sponsor’s discretion, the principal balance of the note may be converted at any time prior to the consummation of the Business Combination into units identical to the private placement units at a price of $ 10.00 per Unit.

As of September 30, 2024 and December 31, 2023, the outstanding balance of this note was $ 0 .

On November 13, 2023, Bellevue Capital Management LLC (“BCM”) loaned to the Company $ 180,000 and in exchange therefor the Company issued to BCM an unsecured promissory note in the principal amount of $ 180,000 .

The proceeds of this loan were used to fund the payment to extend the date by which the Company must consummate an initial Business Combination to February 14, 2024.

The note is non-interest

bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

In the event that the Company does not consummate the Business Combination, this note will be repaid only from amounts remaining outside of the Company’s Trust Account, if any.

As of September 30 30, 2024 and December 31, 2023, the outstanding balance of this note was $ 0 .

On February 9, 2024, the Company issued an unsecured promissory note in the principal amount of $ 75,000 to Jun Chul Whang, a member of the Company’s Board, and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JCW Promissory Note”).

The JCW Promissory Note is not interest bearing and is payable in full on the earlier of:

(i) March 31, 2025 or (ii) the date on which the Company consummates an initial business combination (the “JCW Maturity Date”).

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), Mr.

Whang agrees to forgive the principal balance of the JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the JCW Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

On March 8, 2024, the Company issued an unsecured promissory note in the principal amount of $ 60,000 to Josh Pan, a member of Bellevue Capital Management LLC and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JP Promissory Note”).

The JP Promissory Note is not interest bearing and is payable in full on the earlier of:

(i) March 31, 2025 or (ii) the date on which the Company consummates an initial business combination (the “JP Maturity Date”).

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), Mr.

Pan agrees to forgive the principal balance of the Promissory Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the JP Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

On April 8, 2024, the Company issued an unsecured promissory note (the “April Sponsor Note”) in the principal amount of $ 1,200,000 to the Sponsor.

The April Sponsor Note is not interest bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “April Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of the April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

Group considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents.

Allowance for credit losses

Group records an allowance for credit losses (ACL) under Subtopic 326-20 Financial Instruments - Credit Losses – Measured at

Amortized Cost for the current expected credit losses inherent in its financial assets measured at amortized cost and contract assets.

The ACL is a valuation account deducted from the amortized cost basis to present the net amount expected to be collected.

of expected credit losses includes expected recoveries of amounts previously written off as well as amounts expected to be written off.

Accounts receivable

Group uses an aging schedule to estimate the ACL for trade accounts receivable.

This method categorizes trade receivables into different

groups based on industry and the number of days past due.

Past due status is measured based on the number of days since the payment due

The trade receivables are evaluated individually for expected credit losses if they no longer share similar risk characteristics.

The Group determines that the receivables no longer share similar risk characteristic if they are past due balances over 90 days

and over a specified amount.

The Group evaluates the collectability of trade accounts receivables with payments that are more than 90

days past due on an individual basis to determine if any are deemed uncollectible.

Trade accounts receivable balances are deemed uncollectible

and written off as a deduction from the allowance after all means of collection have been exhausted.

Accounts receivable

receivables are recorded at the invoiced amount and do not bear interest.

Amounts collected on trade accounts receivable are included

in cash flows from operating activities in the condensed consolidated statements of cash flows.

are stated at the lower of cost or net realizable value and cost is determined by the first-in, first-out method.

Cost comprises of direct

materials and delivery costs, direct labor, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure

based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity.

Costs of purchased inventory

are determined after deducting rebates and discounts received or receivable.

in transit is stated at the lower of cost and net realizable value.

Cost comprises of purchase and delivery costs, net of rebates and

discounts received or receivable.

realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

Equipment and vehicles

and vehicles are stated at historical cost less accumulated depreciation and accumulated impairment losses.

Historical cost includes

expenditure that is directly attributable to the acquisition of the items.

of all equipment and vehicles is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual

values, over their estimated useful lives as follows:

Office equipment

Facility equipment

3 to 13 years

assets’ depreciation method, residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting

Goodwill and intangible assets

represents the excess purchase price over the estimated fair value of net assets acquired in a business combination.

Group accounts for intangible assets in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill

and Other (ASC 350).

ASC 350 requires that intangible assets with estimable useful lives be amortized over their respective estimated

useful lives and reviewed for impairment in accordance with accounting standards.

impairment indicators are identified, the Group compares the reporting unit’s fair value to its carrying amount, including goodwill.

An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to

the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.

Indefinite-lived

intangible assets are tested for impairment annually, and more frequently when there is a triggering event.

Annually, or when there is

a triggering event, the Group first performs a qualitative assessment by evaluating all relevant events and circumstances to determine

if it is more likely than not that the indefinite-lived intangible assets are impaired;

this includes considering any potential effect

on significant inputs to determining the fair value of the indefinite-lived intangible assets.

When it is more likely than not that an

indefinite-lived intangible asset is impaired, then the Group calculates the fair value of the intangible asset and performs a quantitative

impairment test.

Impairment o f long--lived

assets, such as equipment, vehicles and intangible assets subject to amortization, are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable.

If circumstances require a long-lived asset or

asset group to be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset

or asset group to its carrying amount.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted

cash flow basis, an impairment loss is recognized to the extent that the carrying amount exceeds its fair value.

Fair value is determined

through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals,

as considered necessary.

Group is a lessee in several noncancellable operating leases, primarily for plants and main offices.

The Group does not have a finance

Group accounts for leases in accordance with ASC Topic 842, Leases .

The Group determines if an arrangement is or contains a lease

at contract inception.

The Group recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date.

operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the

lease commencement date.

For finance leases, the lease liability is initially measured in the same manner and date as for operating leases

and is subsequently measured at amortized cost using the effective-interest method.

estimates and judgments include how the Group determines (1) the discount rate it uses to discount the unpaid lease payments to present

value, (2) lease term, and (3) lease payments.

842 requires a lessee to discount its unpaid lease payments using the interest rate implicit

in the lease or, if that rate cannot be readily determined, its incremental borrowing rate.

Generally, the Group cannot determine the interest rate implicit in the lease because it

does not have access to the lessor’s estimated residual value or the amount of the

lessor’s deferred initial direct costs.

Therefore, the Group generally uses its incremental

borrowing rate as the discount rate for the lease.

The Group’s incremental borrowing

rate for a lease is the rate of interest it would have to pay on a collateralized basis to

borrow an amount equal to the lease payments under similar terms.

Because the Group does

not generally borrow on a collateralized basis, it uses the interest rate it pays on its

noncollateralized borrowings as an input to deriving an appropriate incremental borrowing

rate, adjusted for the amount of the lease payments, the lease term, and the effect on that

rate of designating specific collateral with a value equal to the unpaid lease payments for

lease term for all of the Group’s leases includes the noncancellable period of the

lease plus any additional periods covered by either a Group option to extend (or not to terminate)

the lease that the Group is reasonably certain to exercise, or an option to extend (or not

to terminate) the lease controlled by the lessor.

payments included in the measurement of the lease liability comprise the following:

payments, including in-substance fixed payments, owed over the lease term (includes termination

penalties the Group would owe if the lease term reflects the Group’s exercise of a

termination option);

lease payments that depend on an index or rate, initially measured using the index or rate

at the lease commencement date;

expected to be payable under a Group-provided residual value guarantee;

exercise price of a Group option to purchase the underlying asset if the Group is reasonably

certain to exercise the option.

ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at

or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.

operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus

initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received.

expense for lease payments is recognized on a straight-line basis over the lease term.

assets are periodically reduced by impairment losses.

The Group uses the long-lived assets impairment guidance in ASC Subtopic 360-10,

Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment

loss to recognize.

Group monitors for events or changes in circumstances that require a reassessment of one of its leases.

When a reassessment results in

the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless

doing so would reduce the carrying amount of the ROU asset to an amount less than zero.

In that case, the amount of the adjustment that

would result in a negative ROU asset balance is recorded in profit or loss.

lease ROU assets are presented as operating lease right of use assets on the condensed consolidated balance sheets.

The current portion

of operating lease liabilities are presented separately on the condensed consolidated balance sheets.

Group has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less.

The Group recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

currency translation

Group has operations in South Korea, Switzerland, and Germany.

Accounting records in foreign operations are maintained in local currencies

and remeasured to the Korean won during the consolidation.

Nonmonetary assets and liabilities are translated at historical rates, and

monetary assets and liabilities are translated at exchange rates in effect at the end of the year.

Income statement accounts are translated

at average rates for the year.

Gains or losses from remeasurement of foreign currency financial statements into the Korean won are included

in current results of comprehensive income.

Group only has revenue from customers.

The Group recognizes revenue when it satisfies performance obligations under the terms of its

contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Group expects

to receive from its customers in exchange for those products.

This process involves identifying the customer contract, determining the

performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance

obligations in the contract, and recognizing revenue when the performance obligations have been satisfied.

A performance obligation is

considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together

with other resources that are readily available to the customer and (b) is separately identified in the contract.

The Group considers

a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability

to direct the use and obtain the benefit of the good or product.

taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective

tax bases and operating loss and tax credit carryforwards.

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 includes the enactment date.

recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.

Recognized income

tax positions are measured at the largest amount that is greater than 50% likely of being realized.

Valuation allowances are established

when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

in recognition or measurement are reflected in the period in which the change in judgment occurs .

The Group reports income tax-related

interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense.

value measurements

Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent

The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in

the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following

fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Unadjusted quoted prices in active markets for identical assets or liabilities

accessible to the reporting entity at the measurement date.

Other than quoted prices included in Level 1 inputs that are observable for the

asset or liability, either directly or indirectly, for substantially the full term of the

asset or liability.

Unobservable inputs for the asset or liability used to measure fair value to the

extent that observable inputs are not available, thereby allowing for situations in which

there is little, if any, market activity for the asset or liability at measurement date.

carrying value of cash and cash equivalents, trade and other receivables, inventories, prepaid expenses and other current and financial

assets, trade and other payable, short-term borrowing, current operating lease liabilities, and accrued expenses and other current liabilities

approximates their fair value due to the short-term nature of these instruments.

The carrying amount reported in the condensed consolidated

balance sheets for notes payable to related party may differ from fair value since the interest rate is fixed.

pronouncements adopted during 2024

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers , which provides an exception to fair value measurement for contract assets and contract liabilities

related to revenue contracts acquired in a business combination.

The ASU requires an entity (acquirer) to recognize and measure contract

assets and contract liabilities acquired in a business combination in accordance with Topic 606.

At the acquisition date, an acquirer

should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.

The ASU is effective

for the Company for annual and interim periods in fiscal years beginning after December 15, 2023.

The ASU is applied to business combinations

occurring on or after the effective date.

The Group adopted this ASU as of January 1, 2024 and there is no impact on the Group’s

condensed consolidated financial statements.

pronouncements issued, but not adopted as of March 31, 2025

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s

Disclosure Update and Simplification Initiative .

The ASU modifies the disclosure or presentation requirements of a variety of Topics

in the Codification to align with the SEC’s regulations.

The ASU also makes those requirements applicable to entities that were

not previously subject to the SEC’s requirements.

The ASU is effective for the Company two years after the effective date to remove

the related disclosure from Regulation S-X or S-K.

As of the date these financial statements have been made available for issuance, the

SEC has not yet removed any related disclosure.

The Group does not expect the adoption of ASU 2023-06 to have a material effect on its

condensed consolidated financial statements.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which

requires enhanced disclosure of significant segment expenses on an annual and interim basis.

This ASU will be effective for

the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.

Early adoption

is permitted.

Upon adoption, this ASU should be applied retrospectively to all prior periods presented in the financial statements.

The Group does not expect the adoption of ASU 2023-07 to have a material effect on its condensed consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective

tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve

the effectiveness of income tax disclosures.

This ASU will be effective for the annual periods beginning the year ended December

Early adoption is permitted.

Upon adoption, this ASU can be applied prospectively or retrospectively.

The Group is currently

evaluating the impact this ASU will have on the Group’s consolidated financial statements.

accounting estimates and assumptions

preparation of condensed consolidated financial statements requires the Group to make estimates and assumptions concerning the future.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances.

The resulting accounting estimates will, by definition, seldom

equal the related actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next financial year are discussed below.

Group’s taxable income generated from these operations are subject to income taxes based on tax laws and interpretations of tax

authorities in numerous jurisdictions.

There are many transactions and calculations during the ordinary course of business for which

the ultimate tax determination is uncertain.

tax assets are recognized for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit

will be available against which the temporary differences and the losses can be utilized.

Significant management judgement is required

to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits,

together with future tax planning strategies

combinations are initially accounted for on a provisional basis.

The fair value of assets acquired, liabilities and contingent liabilities

assumed are initially estimated by the Parent taking into consideration all available information at the reporting date.

Fair value adjustments

on the finalization of the business combination accounting is retrospective, where applicable, to the period the combination occurred

and may have an impact on the assets and liabilities, depreciation and amortization reported.

technology is recognized in Intangible assets on the condensed consolidated balance sheets.

The Group considers both qualitative and

quantitative factors when determining whether the patent technology may be impaired.

For the purposes of assessing impairment, the Group

follows its accounting policy disclosed in Note 2.

In assessing whether there is any indication that the patent technology may be impaired,

the Group considers, at minimum, the following indications:

sources of information

are observable indications that the patent technology’s value has declined during the period significantly more than would be expected

as a result of the passage of time or normal use.

● significant

changes with an adverse effect on the Group have taken place during the period, or will take place in the near future, in the technological,

market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated.

interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect

the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially.

carrying amount of the net assets of the entity is more than its market capitalization.

sources of information

is available of obsolescence or physical damage of the patent technology.

● significant

changes with an adverse effect on the entity have taken place during the period, or are expected to take place in the near future, in

the extent to which, or manner in which, the patent technology is used or is expected to be used.

These changes include the patent technology

becoming idle, plans to discontinue or restructure the operation to which the patent technology belongs, and plans to dispose of the

patent technology before the previously expected date.

is available from internal reporting that indicates that the economic performance of the patent technology is, or will be, worse than

(4) Financial

risk management

Group is exposed to various financial risks such as market risk (exchange risk, interest rate risk), credit risk and liquidity risk due

to various activities.

The Group’s overall risk management policy focuses on volatility in the financial markets and focuses on minimizing

any negative impact on financial performance.

Risk management is conducted under the supervision of the finance department according

to the policy approved by the Board of Directors.

The finance department identifies, evaluates and manages financial risks in close cooperation

with the sales departments.

The Board of Directors provides written policies on overall risk management principles and specific areas

such as foreign exchange risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and investments

in excess of liquidity.

risk management

risk is the risk of possible losses which arise from the changes of market factors, such as interest rate, stock price, foreign exchange

rate, commodity value and other market factors related to the fair value or future cash flows of the financial instruments, such as securities,

derivatives and others.

following table sets forth the result of foreign currency translation into Korean won for financial assets and liabilities denominated

in foreign currency of the Group as of March 31, 2025 and December 31, 2024:

March 31, 2025

Assets in foreign currency

Liabilities in foreign currency

December 31, 2024

Assets in foreign currency

Liabilities in foreign currency

following table sets forth the impact of strengthening (or weakening) of the Korean won by a hypothetical 10% against each foreign currency

on the Group’s after-tax profit (or loss), assuming all other variables remain constant.

March 31, 2025

December 31, 2024

$ ( 1,006,154 )

On April 17, 2024, the Company issued an unsecured promissory note (the “Second April Sponsor Note”) in the principal amount of $ 50,000 to the Sponsor.

The Second April Sponsor Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “Second April Sponsor Note Maturity Date” )

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of the Second April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the Second April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was $ 23,000 .

On May 14, 2024, the Company issued an unsecured promissory note (the “May Sponsor Note”) in the principal amount of $ 140,000 to the Sponsor.

The May Sponsor Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination (the “May Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of the May Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the May Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

On July 11, 2024, the Company issued an unsecured promissory note (the “July Promissory Note”) in the principal amount of $ 280,000 to the Sponsor.

The July Promissory Note is not interest bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination (the “July Promissory Note Maturity Date”).

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), Sponsor agrees to forgive the principal balance of the July Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the July Promissory Note Maturity Date the commencement of a voluntary or involuntary bankruptcy action.

As of September 30, 2024, the outstanding balance of this note was

The outstanding balance was $ 1,778,000 as of September 30, 2024 recorded as notes payable – related party.

Working Capital Loans

In addition to the loans described above, 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, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the Trust Account released to the Company.

In the event that a 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 held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,000,000 of such Working Capital Loans may be convertible into Units at a price of $ 10.00 per Unit.

The Units would be identical to the Private Placement Units.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Loans made by Chardan or any of its related persons, if any, will not be convertible into any of the Company’s securities, and Chardan and its related persons will have no recourse with respect to their ability to convert their loans into any of the Company’s securities.

As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

Administrative Support Agreement

Beginning on March 1, 2023, the Company agreed to pay BCM, an affiliate of members of the Sponsor, a total of $ 7,500 per month for office space, utilities, secretarial and administrative support.

Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three months ended September 30, 2024 and 2023, the Company incurred $ 22,500 and $ 22,500 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying statements of operations.

During the nine months ended September 30, 2024 and 2023, the Company incurred $ 67,500 and $ 52,500 , respectively, of administrative support fees which are included in general and administrative expenses in the accompanying statements of operations.

As of September 30, 2024 and December 31, 2023, the outstanding balance was $ 30,000 and $ 15,000 , respectively, recorded as due to affiliate.

Due to Affiliate

On August 17, 2021, the Sponsor agreed to advance the Company up to $ 10,000 .

On February 17, 2022, the Company repaid $ 10,000 to the Sponsor.

On April 28, 2022, the Sponsor agreed to advance the Company up to an additional $ 10,000 .

On April 29, 2022, the Sponsor agreed to advance an additional $ 7,000 .

These advances are due on demand and are non-interest-bearing.

During the year ended December 31, 2023, the Sponsor advanced $ 180,000 of funds to the Company and Company repaid $ 140,000 .

The outstanding balance was $ 57,000 as of September 30, 2024 and December 31, 2023, recorded as due to affiliate.

NOTE 5–COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of Founder Shares, Private Placement Units (including component securities contained therein), and Units (including component securities contained therein) that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the Initial Public Offering, requiring the Company to register such securities for resale.

The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities.

In addition, these holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Chardan may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion.

Underwriting Agreement

The Company granted the underwriters a 45-day option

from the final prospectus relating to the Initial Public Offering to purchase up to 900,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled to an underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate, equal to 2 % of the gross proceeds of the Initial Public Offering (or $ 1,380,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Initial Public Offering;

provided that for each Unit purchased by investors that are sourced by the Sponsor, such underwriting discount was reduced to $ 0.125 per Unit payable in cash.

In addition, $ 0.30 per Unit, or approximately $ 1,800,000 in the aggregate (or $ 2,070,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In addition, the underwriters are entitled to receive 30,000 shares of Common Stock (or 34,500 shares if the underwriters’ over- allotment option is exercised in full) from the Sponsor, which will be placed in escrow until the consummation of an initial Business Combination.

Such shares paid to the underwriters are referred to as the “Equity Participation Shares.” If a Business Combination is not consummated, the Equity Participation Shares will be returned to the Sponsor.

The Equity Participation Shares have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for

a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to FINRA Rule 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or

hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Chardan may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.

Excise Tax Liability

The Inflation Reduction Act (“IR Act”) of 2022 imposes a 1 % Excise Tax Liability on the repurchase of corporate stock by a publicly traded U.S.

corporation following December 31, 2022.

For purposes of the Excise Tax Liability, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a stockholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations.

As a result, subject to certain rules, the Excise Tax Liability will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by stockholders in connection with the SPAC’s initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction

within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and

liquidation of the SPAC.

The financial responsibility for such Excise Tax resides with the Company and the Sponsor.

This amount of 1 % has been included in these unaudited condensed financial statements.

At this time, it has been determined that the IR Act tax provisions have an impact to the Company’s fiscal 2023 income tax provision as there were redemptions by the public stockholders in November 2023 and May 2024;

as a result, the Company recorded $ 530,415 and $ 359,957 excise tax liability as of September 30, 2024 and December 31, 2023, respectively.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Risks and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

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.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of the Company’s securities following

its initial business combination, hinder its ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation.

NOTE 6–COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The following is a reconciliation of the Company’s common stock subject to possible redemption as of September 30, 2024:

Gross proceeds from Initial Public Offering

Proceeds allocated to public warrants and rights

Offering costs allocated to common stock subject to possible redemption

Redemption of common stock in connection with Trust extension

Accretion on common stock subject to possible redemption

Balance, December 31, 2023

Redemption of common stock in connection with Trust extension

Accretion on common stock subject to possible redemption

Balance, September 30, 2024

NOTE 7–STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Pursuant to the Charter, the Company is authorized to issue

100,000,000 shares of Common Stock, $ 0.0001 par value.

As of September 30, 2024 there were 2,155,000 shares of Common Stock outstanding, excluding 1,886,221 shares of common stock subject to possible redemption that are reflected in temporary equity in the balance sheets.

As of December 31, 2023, there were 2,155,000 shares of Common Stock outstanding, excluding 3,467,954 shares of common stock subject to possible redemption that are reflected in temporary equity in the balance sheets.

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

As of September 30, 2024 and December 31, 2023, there were 7,330,000 Warrants outstanding.

The Warrants that are a part of the Units (the “Warrants”) may be exercised at a price of $ 11.50 per share, subject to adjustment as described in this prospectus.

The Public Warrants will become exercisable on 30 days after the completion of a Business Combination.

The Warrants have an exercise price of $ 11.50 per share and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of warrants when the price per Common Stock equals or exceeds $16.50.

Once the Warrants become exercisable, the Company may call the Warrants for redemption:

in whole and not in part;

at a price of $ 0.01 per Warrant;

upon not less than 30 days’ prior written notice of redemption given after the Warrants become exercisable;

if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day

period commencing once the Warrants become exercisable and ending three business days before the date on which the Company sends the notice of redemption to the Warrant holders, and

if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and for the entire 30-day trading

period referred to above and continuing each day thereafter until the date of redemption.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices.

Additionally, in no event will the Company be required to net cash settle the warrants.

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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board), (y) the aggregate gross proceeds from such issuances

represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination (net of redemptions), and (z) the Market Value is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the Market Value, and the $ 16.50 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

Equity Participation Shares

The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 34,500 Equity Participation Shares, including over-allotment, which will be issued upon the completion of the Initial Business Combination.

If the over-allotment option is not exercised in full, the Equity Participation Shares will be reduced pro rata.

The Company complies with the requirements of ASC 340-10-S99-1 and

SEC SAB Topic 5A.

Offering costs consist principally of professional and registration fees incurred through the date of the financial statements that are related to the Initial Public Offering.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10)

of a share of common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common stock held by him, her or it in connection with the initial business combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination

In the event the Company will not be the surviving company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10)

of a share underlying each right upon consummation of the business combination.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of common stock upon consummation of an initial business combination.

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

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 share consideration the holders of the common stock will receive in the transaction on an as-converted into

common stock basis.

NOTE 8—FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value

on September 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

September 30,

Quoted Prices

Investments held in Trust Account

The following table presents information about the Company’s assets that are measured at fair value on December

31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

There were no transfers between Levels 1, 2 and 3 during the nine months ended September 30, 2024 and year ended December

NOTE 9–SUBSEQUENT EVENTS

The Company evaluated subsequent events to determine if events or transactions occurred after the condensed balance sheet date up to the

date the unaudited condensed financial statements were issued.

The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the following:

Subscription Agreement

On October 4, 2024, the Company and Toonon Partners Co., Ltd.

(“Toonon”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which, among other things, the Company has agreed to issue and sell to Toonon, and Toonon has agreed to subscribe for and purchase, 222,222 shares (the “PIPE Shares”) of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) for $ 90.00 per share (the “Series A Original Issue Price”) representing an aggregate purchase price of $ 20,000,000 (the “PIPE Investment”).

Prior to closing of the PIPE Investment, the Company intends to file with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”) setting forth the rights and preferences of the Series A Preferred Stock, which have been agreed to between the Company and Toonon.

Such rights and preferences include, among others, that (1) dividends will accrue at a rate of 5 % per annum of the Series A Original Issue Price (except as otherwise provided for in the Certificate of Designations) to be payable only when, as, and if declared by the board of directors of the Company or as otherwise specifically provided in the Certificate of Designations;

(2) the Series A Preferred Stock is convertible, at the option of the holder thereof, into shares of common stock of the Company (“Common Stock”) in an amount equal to the quotient of (i) the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the conversion and (ii) the then applicable conversion price (as adjusted, the “Conversion Price”) The initial Conversion Price is $ 9.00 resulting in each share of Series A Preferred Stock being convertible into 10 shares of Company common stock.

Beginning on the one-year

anniversary of the original issue date (the “Original Issue Date”), the Company has the option, in its sole discretion, to redeem all or a portion of the then outstanding shares of Series A Preferred Stock, for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption;

provided, that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued at a rate of 7.0 % per annum of the Series A Original Issue Price (the “Redemption Price”).

Beginning on the three-year anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

The proceeds of the PIPE Investment will be used by the Company for working capital and general corporate purposes following the closing of the Business Combination.

The Subscription Agreement contains customary representations and warranties of the Company and Toonon, and customary conditions to closing, including (i) the consummation of the Business Combination and (ii) certification by an officer of the Company that the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and is in full force and effect.

Additionally, pursuant to the Subscription Agreement, the Company and Toonon will enter into a registration rights agreement prior to closing of the PIPE Investment, pursuant to which, among other things, the Company will be obligated to (i) file a registration statement to register the common stock issuable upon conversion of the PIPE Shares as soon as practicable following the receipt of written demand from Toonon, and (ii) use its commercially reasonable efforts to effect such registration, subject to certain exceptions.

The PIPE Shares to be sold in connection with the PIPE Investment will be exempt from registration pursuant to Regulation S under the U.S.

Securities Act of 1933, as amended.

Promissory Notes

On October 10, 2024, the Company issued an unsecured promissory note to Jun Chul Whang, a member of the Company’s Board (the “Second JCW Promissory Note”) in the principal amount of $ 40,000 to Mr.

Whang for its receipt of $ 40,000 to fund working capital and other expenses of the Company.

The Second JCW Promissory Note is non-interest

bearing and is payable in full on the earlier of (i) November 9, 2024, (ii) at such time the Company raises additional working capital funds, or (iii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate an initial business combination on or prior to the time provided in the Charter, as amended, Mr.

Whang agrees to forgive the principal balance of the Second JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

As a result of raising additional working capital funds through the Duksung Promissory Note (defined below), the Company repaid the Second JCW Promissory Note in full on October 28, 2024.

On October 16, 2024, the Company issued an unsecured promissory note to Duksung Co., LTD.

(“Duksung”) in the principal amount of $ 800,000 (the “Duksung Promissory Note”).

The Duksung Promissory Note bears interest at a simple rate of 5 % per annum;

provided, however, solely for purposes of prepayment pursuant to a redemption of the Duksung Promissory Note, interest shall be deemed to have accrued at a simple rate of 7 % per annum, and, unless earlier converted or redeemed, is payable in full on October 15, 2025 (the “Duksung Promissory Note Maturity Date”).

In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as defined in the Duksung Promissory Note), the Duksung Promissory Note automatically converts into Company common stock in an amount equal to the quotient (rounded to the nearest whole share) obtained by dividing (a) the outstanding principal amount and unpaid accrued interest under the Duksung Promissory Note by (b) eight dollars and ten cents ($ 8.10 ) (the “Conversion”).

The Conversion shall constitute satisfaction in full of the obligations of the Company under the Duksung Promissory Note.

In the event a Qualified PIPE Financing does not occur on or before March 31, 2025 (the “PIPE Outside Date”), the Company may prepay the Duksung Promissory Note, in whole or in part, at any time after the PIPE Outside Date.

The amount to be paid pursuant to any such prepayment shall include the outstanding principal amount plus accrued and unpaid interest calculated at a simple rate of 7 % from the issuance date.

On October 25, 2024, OSR Holdings Co., Ltd.

issued a promissory note to the Company in the aggregate principal amount of $ 300,000 (the “OSR Holdings Promissory Note”) to fund working capital and other expenses of OSR Holdings.

The OSR Holdings Promissory Note bears interest at a rate of three and ninety-six

hundredths’ percent ( 3.96 %) per annum and shall be compounded semi-annually.

The OSR Holdings Promissory Note is payable on October 25, 2025 (the “Maturity Date”) and all accrued interest shall be payable on the Maturity Date.

The following events constitute an event of default under the OSR Holdings Promissory Note:

(i) a failure to pay the outstanding balance due within five (5) business days of the Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

Franchise Tax Payment

On October 29, 2024, the Company paid $ 127,200 in franchise taxes.

Annual Meeting of Stockholders

On November 12, 2024, the Company held an annual meeting of its stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders approved two proposals to amend the Company’s Charter.

The stockholders approved a proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2024 to February 14, 2025 (the “Extension Amendment Proposal”).

The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the SEC (the “NTA Requirement Amendment Proposal”, and together with the Extension Amendment Proposal, the “Charter Amendment”).

The Charter Amendment was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.

The stockholders also duly elected each of the five (5) existing directors to the Company’s Board of Directors until the next annual meeting of stockholders following this annual meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation or removal.

In connection with the votes to approve the Extension Amendment Proposal and NTA Requirement Amendment Proposal, 1,766,469 shares of common stock of the Company were tendered for redemption.

$ ( 189,147 )

rate risk refers to the risk that interest income and interest expenses arising from deposits or borrowings will fluctuate due to changes

in market interest rates in the future, which mainly arises from deposits and borrowings with floating interest rates.

The goal of interest

rate risk management is to maximize corporate value by minimizing uncertainty caused by interest rate fluctuations.

of the end of the reporting period, there are no financial instruments subject to a variable interest rate.

risk is the risk that the fair value of a financial instrument or future cash flows will change due to changes in market prices other

than interest rate or foreign exchange rate.

As of the end of the reporting period, the Group is not exposed to commodity price risk.

Investments in financial instruments are made on a non-recurring basis according to management’s judgment.

risk management

risk is the risk of possible losses in an asset portfolio in the events of counterparty’s default, breach of contract and deterioration

in the credit quality of the counterparty.

For the risk management reporting purposes, the Group manages the credit risk systematically

and pursues value maximization and continuous growth of the Group by efficient resource allocation and monitoring non-performing loans.

In order to reduce the risks that may occur in transactions with financial institutions, such as cash and cash equivalents and various

deposits, the Group conducts transactions only with financial institutions with high creditworthiness.

As of March 31, 2025, the Group

believes that there are low signs of material default, and the maximum exposure to credit risk as of March 31, 2025 is equal to the book

value of financial instruments (excluding cash).

risk management

Group constantly monitors its liquidity positions to ensure that no borrowing limits or commitments are breached to meet operating capital

In estimating liquidity, we also take into account external laws or legal requirements, such as the group’s financing plan, compliance

with agreements, internal target financial ratios and currency restrictions.

Group’s liquidity risk analysis details as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

Remaining maturity

Financial liabilities

Other Payables

Lease liabilities

December 31, 2024

Remaining maturity

Other Payables

Lease liabilities

risk management

includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Group.

The primary objective

of the Group’s capital management is to maximize the shareholder value.

Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial

To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to

shareholders or issue new shares.

The Group uses the debt ratio as a capital management indicator.

This ratio is calculated by dividing

total liabilities by total equity, and total liabilities and total equity are calculated based on the amounts in the Group’s consolidated

financial statements.

group’s debt ratio as of March 31, 2025 and December 31, 2024 are as follows:

Net borrowings (A)

Lease liabilities

cash and cash equivalents

( 1,595,697 )

Total equity (B)

Debt ratio (A / B)

value measurements

value and fair value of financial instruments

difference between the carrying amount and fair value of the Group’s financial assets and liabilities as of March 31, 2025 and December

31, 2024 are insignificant.

value hierarchy

financial assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the

fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly

3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

values of the Group’s financial assets and liabilities as of March 31, 2025 and December

31, 2024 , which are accounted as amortized cost, are categorized as Level 3.

transfer between levels of the fair value hierarchy

is no transfer of fair value hierarchy among Level 1, Level 2 and Level 3 for the nine months ended March

31, 2025 and 2024, respectively.

(6) Financial

instruments by category

carrying value of financial instruments category as of March 31, 2025 and December 31, 2024

are as follows:

March 31, 2025

Financial assets at

amortized cost

Financial liabilities at

amortized cost

Cash and cash equivalents

Trade and other receivables

Other current financial assets

Other non-current financial assets

Fianancial liabilities:

Trade and other payables

Accrued expenses

Current financial liabilities

Non-current financial liabilities

December 31, 2024

Fianancial assets:

Financial assets at

amortized cost

Financial liabilities at

amortized cost

Cash and cash equivalents

Trade and other receivables

Other current financial assets

Other non-current financial assets

Fianancial liabilities:

Trade and other payables

Accrued expenses

gains or losses by financial instrument category for the three-months ended March 31, 2025 and 2024 are as follows:

three-month ended March 31, 2025

three-month ended March 31, 2024

Amortized cost:

Interest income

Foreign exchange gains

Gains on foreign currency translation

Interest expense

Losses on foreign currrency transaction

Losses on foreign currrency translation

and cash equivalents

Group considers all money market funds and highly liquid financial instruments with original maturities of three months or less to be

cash equivalents.

Cash and cash equivalents

and other receivables, net

trade receivables are recorded at the invoiced amount and do not bear interest.

Amounts collected on trade receivables are included in

net cash provided by operating activities in the statements of cash flows.

The Group does not have any off-balance sheet credit exposure

related to its customers.

December 31, 2024

Trade receivables

Allowance for credit losses

Net trade receivables

Other receivables

(9) Inventories,

consisted of the following as of March 31, 2025 and December 31, 2024:

Merchandised goods

Less inventory reserves

financial assets

of other financial assets as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

December 31, 2024

Leasehold guarantee deposits

Other deposits

of other assets as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

December 31, 2024

Prepaid expenses

(12) Equity method investment

of investment under the equity method are as follows:

March 31, 2025 December 31, 2024

Location Main business Ownership Book value Ownership Book value

Taction Co., LTD Korea Software development 33.3 % $ -

summarized financial information of investment under the equity method as of the closing date and for the current period is as follows:

As of and for the year ended

December 31, 2024

Comprehensive

Taction Co., LTD

is no equity method valuation applied on investments in associate for the three-months ended March 31, 2025 or 2024.

was incorporated to engage in software development and IT consulting.

As no practical plan to generate revenue and maintain

going-concern basis in the foreseeable future was provided, the Parent recognized impairment loss amounting to acquisition cost.

(13) Equipment

and vehicles, net

and vehicles consist as of March 31, 2025 and December 31, 2024:

December 31, 2024

Office equipment

Tools and instruments

Machinery and equipment

Less accumulated depreciation

Equipment and vehicles, net

(14) Goodwill

of goodwill for the for the three-months ended March 31, 2025 and 2024 are as follows:

For the three-months ended March 31, 2025

Business combination

Impairment loss

Effects of changes in exchange rate

For the three-months ended March 31, 2024

Business combination

Impairment loss

Effects of changes in exchange rate

$ ( 1,183,341 )

(15) Intangible

acquired intangible assets, all of which are being amortized, have an average useful life of approximately 20 years.

Intangible assets

consist of the following as of March 31, 2025 and December 31, 2024.

For the year ended March 31, 2025

useful life Gross carrying

amount Accumulated amortization Net carrying

Technology license 20 years $ 98,061 $ 78,691 $ 19,371

Customer relationship 20 years 580,489 261,220 319,269

Patent technology 20 years 165,207,671 19,387,021 145,820,650

$ 165,886,221 $ 19,726,932 $ 146,159,289

For the year ended December 31, 2024

useful life Gross carrying

amount Accumulated amortization Net carrying

Technology license 20 years $ 97,828 $ 78,439 $ 19,389

Customer relationship 20 years 579,107 231,643 347,464

Patent technology 20 years 164,814,319 17,124,320 147,690,000

$ 165,491,254 $ 17,434,402 $ 148,056,852

Accumulated amortization expense for intangible assets is $ 2,272,817

and $ 2,896,174 for the three-months ended March 31, 2025 and 2024, respectively.

(16) Short-term borrowings