Peace Acquisition Corp. 10-Q

Item 1 – Financial Statements PEACE ACQUISITION CORP BALANCE SHEETS June 30, 2026 December 31, 2025 (Unaudited) ASSETS Cash $ 378,025 $ 1,016 Prepaid expenses 126,570 23,928 Total Current Assets 504,595 24,944 Deferred offering costs - 218,986 Cash and investments held in Trust Account 60,504,613 - Total Assets $ 61,009,208 $ 243,930 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accrued offering costs and expenses $ 32,801 $ 31,968 Accrued expenses - related party - 10,000 Due to related parties - 168,388 Total Current Liabilities 32,801 210,356 Promissory note - related party 100,000 - Total Liabilities 132,801 210,356 Commitments and contingencies - Ordinary shares subject to possible redemption ( 6,000,000 shares and 0 shares at redemption value of $ 10.08 and $ 0 per share as of June 30, 2026 and December 31, 2025) 60,504,613 - Shareholders’ Equity: Preference shares, $ 0.0001 par value; 2,000,000 shares authorized; none issued and outstanding - - Ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 2,437,500 and 2,475,000 (1) shares issued and outstanding (excluding 6,000,000 and nil shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively 244 248 Additional paid-in capital 419,657 111,752 Accumulated deficit ( 48,107 ) ( 78,426 ) Total Shareholders’ Equity 371,794 33,574 Total Liabilities and Shareholders’ Equity $ 61,009,208 $ 243,930 (1) Includes an aggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriter (See Note 5 and 7). The accompanying notes are an integral part of the unaudited financial statements. 2 PEACE ACQUISITION CORP STATEMENTS OF OPERATIONS (UNAUDITED) For The Three Months Ended June 30, 2026 For The Six Months Ended June 30, 2026 For The Period From June 24, 2025 (Inception) Through June 30, 2025 Formation and operating costs $ 118,157 $ 174,553 $ 17,109 Loss from operations ( 118,157 ) ( 174,553 ) ( 17,109 ) Other Income: Bank interest income 250 259 - Interest earned on cash and investments held in Trust Account 204,613 204,613 - Total other income 204,863 204,872 - Net income (loss) $ 86,706 $ 30,319 $ ( 17,109 ) Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 2,373,626 1,193,370 - Basic and diluted net income per share, ordinary shares subject to possible redemption $ 0.06 $ 0.12 $ - Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares 2,278,846 2,227,210 2,000,000 (1) Basic and diluted net loss per share, non-redeemable ordinary shares $ ( 0.03 ) $ ( 0.05 ) $ ( 0.01 ) (1) Excludes an aggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriter (See Note 5 and 7). The accompanying notes are an integral part of the unaudited financial statements. 3 PEACE ACQUISITION CORP STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2026 Shares Amount Paid-in Capital Deficit Equity (Deficit) Ordinary Shares Additional Accumulated Total Shareholders’ Shares Amount Paid-in Capital Deficit Equity (Deficit) Balance as of January 1, 2026 (1) 2,475,000 $ 248 $ 111,752 $ ( 78,426 ) $ 33,574 Net loss - - - ( 56,387 ) ( 56,387 ) Balance as of March 31, 2026 2,475,000 $ 248 $ 111,752 $ ( 134,813 ) $ ( 22,813 ) Sale of 6,000,000 Units in Initial Public Offering 6,000,000 600 59,999,400 - 60,000,000 Sale of 262,500 Private Placement Units 262,500 26 2,624,974 - 2,625,000 Underwriter’s commission - - ( 1,200,000 ) - ( 1,200,000 ) Other offering costs charged to additional paid-in capital - - ( 612,486 ) - ( 612,486 ) Initial measurement of ordinary shares subject to possible redemption under ASC 480-10-S99 ( 6,000,000 ) ( 600 ) ( 53,536,941 ) - ( 53,537,541 ) Allocation of offering costs to ordinary shares subject to redemption - - 1,617,267 - 1,617,267 Remeasurement of carrying value to redemption value - - ( 8,379,726 ) - ( 8,379,726 ) Forfeiture of 300,000 founder shares ( 300,000 ) ( 30 ) 30 - - Net income - - - 86,706 86,706 Subsequent measurement of ordinary shares subject to possible redemption (interest earned on Trust Account) - - ( 204,613 ) - ( 204,613 ) Balance as of June 30, 2026 2,437,500 $ 244 $ 419,657 $ ( 48,107 ) $ 371,794 FOR THE PERIOD FROM JUNE 24, 2025 (INCEPTION) THROUGH JUNE 30, 2025 Ordinary Shares Additional Accumulated Total Shareholders’ Shares (1) Amount Paid-in Capital Deficit Equity (Deficit) Balance as of June 24, 2025 (inception) - $ - $ - $ - $ - Ordinary shares issued to Sponsor 2,300,000 230 24,770 25,000 Net loss - - - ( 17,109 ) ( 17,109 ) Net income (loss) - - - ( 17,109 ) ( 17,109 ) Balance as of June 30, 2025 2,300,000 $ 230 $ 24,770 $ ( 17,109 ) $ 7,891 (1) Includes an aggregate of up to 300,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriter (See Note 5 and 7). The accompanying notes are an integral part of the unaudited financial statements. 4 PEACE ACQUISITION CORP STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, 2026 For the Period From June 24, 2025 (Inception) Through June 30, 2025 Cash flows from operating activities: Net income (loss) $ 30,319 $ ( 17,109 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest earned on cash and investments held in Trust Account ( 204,613 ) - Changes in operating assets and liabilities: Accrued offering costs and expenses 5,632 Prepaid expenses ( 102,642 ) ( 20,000 ) Due to related party - - Accrued expenses - related party ( 10,000 ) 10,000 Net cash used in operating activities ( 281,304 ) ( 27,109 ) Cash flows from investing activities: Principal deposited in Trust Account ( 60,300,000 ) - Net cash used in investing activities ( 60,300,000 ) - Cash flows from financing activities: Proceeds from advances from related parties 103,219 89,709 Proceeds from Initial Public Offering 60,000,000 - Proceeds from private placement 2,625,000 - Payment of underwriter’s discount ( 1,200,000 ) - Proceeds from promissory note - related party 100,000 - Repayment of advances from related parties ( 271,606 ) - Payment of deferred offering costs ( 398,300 ) ( 62,600 ) Net cash provided by financing activities 60,958,313 27,109 Net change in cash 377,009 - Cash at beginning of period 1,016 - Cash at end of period $ 378,025 $ - Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs included in accrued offering costs $ 38,199 $ - Offering costs charged to additional paid-in capital $ 612,486 $ - Allocation of offering costs to ordinary shares subject to redemption $ 1,617,267 $ - Reclassification of ordinary shares subject to possible redemption $ 53,537,541 $ - Remeasurement of carrying value to redemption value $ 8,379,726 $ - Subsequent measurement of ordinary shares subject to possible redemption (interest earned on Trust Account) $ 204,613 $ - Forfeiture of 300,000 founder shares (over-allotment not exercised) $ 30 $ - The accompanying notes are an integral part of the unaudited financial statements. 5 PEACE ACQUISITION CORP Notes to the financial statements ( UNAUDITED ) NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Peace Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on June 24, 2025. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsors are Baystar Holding Group Limited, a British Virgin Islands company, and Casper Holding LP, a Delaware limited partnership (the “Sponsors”). As of June 30, 2026, the Company had not commenced any operations. All activity for the period from June 24, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (“IPO”), 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 IPO. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO became effective on May 14, 2026. On May 26, 2026, the Company consummated the IPO of 6,000,000 units (the “Units” and, with respect to the ordinary share included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit (or 6,900,000 Units if the underwriter’s over-allotment option is exercised in full), and the sale of 262,500 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in private placements to the Sponsors that was closed simultaneously with the IPO. Transaction costs amounted to $ 1,812,486 , consisting of $ 1,200,000 of cash underwriting fees, and $ 612,486 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO. The Company will have until 15 months from May 26, 2026, the closing of the IPO, to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares (the holders of the Public Shares, including the Company’s initial shareholders and/or members of its management team to the extent they purchase Public Shares, are referred to as the “Public Shareholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to pay taxes, if any, or for working capital requirements (less certain amount of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Going Concern Consideration As of June 30, 2026, the Company had $ 378,025 in its operating bank account, and working capital of $ 471,794 . Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination. 6 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statement is issued. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The accompanying unaudited financial statements as of June 30, 2026, for the three months and the sixth months then ended, have been prepared in accordance with GAAP and the rules of the SEC. In the opinion of management, all adjustments (consisting of normal accruals), considered for a fair presentation have been included. The unaudited financial statements should be read in conjunction with the Company’s audited financials included in Form S-1 filing. The interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 7 Use of Estimates The preparation of financial statements in conformity with US 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 date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. 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 $ 378,025 in cash and no cash equivalents as of June 30, 2026. Investments held in trust account The Company’s portfolio of investments held in the trust account is comprised of investments in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and Money Market Fund. The Company’s investments held in the trust account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in trust account in the accompanying statements of operations. The estimated fair value of investments held in the trust account is determined using available market information. As of June 30, 2026, the Trust Account had balances of $ 60,504,613 . The interests earned from the trust account totaled $ 204,613 for the three months and six months ended June 30, 2026, which were held in the trust accounts as earned and therefore presented as an adjustment to the operating activities in the Statement of Cash Flows. Deferred Offering Costs Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. As of June 30, 2026 and December 31, 2025, the Company had deferred offering costs of $ 0 and $ 218,986 , respectively. Share-Based Compensation Expense The Company account for share-based compensation expense in accordance with ASC 718, “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a share-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 8 ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Income (Loss) per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 300,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriter (see Notes 5 and 7). At June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: SCHEDULE OF NET INCOME (LOSS) PER SHARE For The Three Months Ended From inception (June 24, 2025) to For The Six Months Ended From inception (June 24, 2025) to June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Net income (loss) $ 86,706 $ ( 17,109 ) $ 30,319 $ ( 17,109 ) Interest earned from trust account ( 204,613 ) - ( 204,613 ) - Net loss including accretion of temporary equity to redemption value $ ( 117,907 ) $ ( 17,109 ) $ ( 174,294 ) $ ( 17,109 ) Shares Shares Shares Shares For the three months ended June 30, 2026 From inception (June 24, 2025) to June 30, 2025 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income (loss) per share:               Numerators: Allocation of net loss including accretion of temporary equity $ ( 60,154 ) $ ( 57,752 ) $ - $ ( 17,109 ) Income earned on investment held in Trust Account 204,613 - - - Allocation of net income (loss) $ 144,459 $ ( 57,752 ) $ - $ ( 17,109 ) Denominators: Weighted-average shares outstanding 2,373,626 2,278,846 2,000,000 Basic and diluted net income (loss) per share $ 0.06 $ ( 0.03 ) $ $ ( 0.01 ) 9 Shares Shares Shares For the six months ended June 30, 2026 From inception (June 24, 2025) to June 30, 2025 Redeemable Non- Redeemable Non- Redeemable Shares Shares Shares Basic and diluted net income (loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ ( 60,808 ) $ ( 113,486 ) $ ( 17,109 ) Income earned on investment held in Trust Account 204,613 - - Allocation of net income (loss) $ 143,805 $ ( 113,486 ) $ ( 17,109 ) Denominators: Weighted-average shares outstanding 1,193,370 2,227,210 2,000,000 Basic and diluted net income (loss) per share $ 0.12 $ ( 0.05 ) $ ( 0.01 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. 10 At June 30, 2026, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION REFLECTED IN THE BALANCE SHEET Public offering proceeds $ 60,000,000 Less: Proceeds allocated to Public Rights ( 4,499,998 ) Proceeds allocated to Public Warrants ( 1,962,461 ) Offering costs of public shares ( 1,617,267 ) Plus: Remeasurement of carrying value to redemption value 8,379,726 Subsequent measurement of ordinary shares subject to possible redemption (income earned on trust account) 204,613 Ordinary shares subject to possible redemption as of June 30, 2026 $ 60,504,613 Recent Accounting Standards 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 statement. NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 6,000,000 Units (or 6,900,000 Units if the underwriter’s over-allotment option is exercised in full) at a price of $ 10.00 per Unit. Each Unit consists of one ordinary share of the Company, par value $ 0.0001 per share (“Ordinary Shares”), one right (“Rights”), each Right entitling its holder to receive one fifth of one Ordinary Share upon the completion of the Company’s initial business combination, and one warrant (“Warrants”), each Warrant entitling its holder to purchase one Ordinary Share for $ 11.50 per share, subject to adjustment. In addition, the Company paid the underwriter a cash underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate (or $ 1,380,000 in the aggregate if the underwriter’s over-allotment option is exercised in full), at the closing of the IPO. On June 10, 2026, the underwriter elected to terminate their over-allotment option. NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Company consummated the private sale of 262,500 Private Placement Units, where 202,500 Units was purchased by Sponsor and 60,000 by EarlyBirdCapital, Inc., the sole underwriter in the IPO (“EBC”). Each Unit consists of one ordinary share (“Private Shares”), one right (“Private Right”) to receive one-fifth (1/5) of one ordinary share upon consummation of the Company’s initial Business Combination, and one warrant to purchase one ordinary share at an exercise price of $ 11.50 per share. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units (including the underlying securities) will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions. The Private Placement Units are identical to the Units sold in the IPO. 11 NOTE 5 — RELATED PARTIES Founder Shares and EBC Founder Shares On July 9, 2025, the Sponsors received 2,300,000 of the Company’s ordinary shares in exchange for $ 25,000 paid for deferred offering costs borne by the Sponsors. Up to 300,000 of such founder shares are subject to forfeiture to the extent that the underwriter’s over-allotment is not exercised in full. On June 10, 2026, EBC elected to terminate the over-allotment option and as a result an aggregate of 300,000 founder shares were forfeited by the Sponsors. On August 2, 2025, the Company issued to EBC 175,000 founder shares (“EBC founder shares”) for a purchase price of $ 0.011 per share and an aggregate purchase price of $ 1,902 . The EBC founder shares are deemed to be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company estimated the fair value of the EBC founder shares to be approximately $ 87,000 or $ 0.50 per share using the Black-Scholes option pricing model. The Company accounted for the difference between the par value and fair value of the shares as deferred offering cost. The fair value of the EBC founder shares was estimated at August 2, 2025. The Company used the following assumptions to estimate the fair value of EBC founder shares using Level 3 fair value measurements inputs at the measurement date: SCHEDULE OF FAIR VALUE MEASUREMENTS INPUTS Time to expiration 2.7 Risk-free rate 3.7 % Volatility 10.0 % Dividend yield 0.0 % Probability of completion of business combination 5.0 % The Sponsors have agreed, subject to limited exceptions, the founder shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. EBC has also agreed that the EBC founder shares cannot be sold, transferred or assigned (except to the same permitted transferees as the founder shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to, each as described herein) until the consummation of an initial business combination. Due to Related Parties The Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. Which was fully repaid upon closing of the IPO on May 26, 2026. As of June 30, 2026 and December 31, 2025, the amount due to the related parties was $ 0 and 168,388 , respectively. Promissory Note – Related Party On September 5, 2025, the Company issued an unsecured promissory note to Casper Holding LP, one of the Sponsors (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2026, (ii) the date on which the Company consummates an initial public offering of its securities (“IPO”) or (iii) the date on which the Company determines to not proceed with such IPO. The Promissory Note expired upon the consummation of the IPO on May 26, 2026. On May 26, 2026, EBC has lend us $ 100,000 at no interest (“EBC Loan”). The proceeds of the EBC loan were added to the trust account in order to ensure that the amount initially deposited in the trust account is $ 10.05 per unit sold to the public in this offering. The EBC Loan bears no interest, and the principal is payable only upon the consummation of the Company’s initial business combination, at which time it will be repaid out of proceeds released to the Company from the trust account. If the Company does not complete an initial business combination within the required period, the EBC Loan will not be repaid from amounts held in the trust account, and such amounts (and interest earned thereon) will be distributed to the Company’s public shareholders upon liquidation, subject to the requirements of applicable law. As of June 30, 2026 and December 31, 2025, there was $ 100,000 and $ 0 outstanding under the Promissory Note – Related Party. Initial Accounting Service Fee The Company has engaged Ascendant Global Advisors Inc., an affiliate of Casper Holding LP, to assist in including the preparation of financial statements and other accounting consulting services. 12 During the period from June 24, 2025 (inception) through December 31, 2025, a service fee of $ 10,000 has been incurred under accrued expenses – related party. An additional service fee of $ 10,000 has been incurred upon filing the Form 8-K disclosing the consummation of the IPO. For the three and six months ended June 30, 2026, the Company incurred $ 10,000 in service fees. During the six months ended June 30, 2026, the Company paid an aggregate of $ 20,000 , representing the $ 10,000 accrued as of December 31, 2025 and the $ 10,000 incurred during the period. As of June 30, 2026 and December 31, 2025, accrued expenses – related party were $ 0 and $ 10,000 , respectively. NOTE 6 – COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, EBC Founder Shares, Private Placement Units and Units that may be issued upon conversion of working capital loans (and all underlying securities) are entitled to registration rights pursuant to a Registration Rights Agreement executed in connection with the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement If EBC introduces the target business with which the Company completes a Business Combination, a fee equal to 1% of the total consideration payable in such Business Combination. EBC will also provide advisory services in connection with the Business Combination, which may include assisting the Company in meetings with shareholders, introducing the Company to potential investors, and supporting the Company with required public filings, for a fee equal to 3.5% of the gross proceeds of the offering, of which 1.5% is payable in cash and 2.0%, at the Company’s option, may be payable in convertible notes. These additional fees will only be payable upon the successful completion of a Business Combination and will not be due if no Business Combination is consummated. Accounting Service Agreement The Company has engaged Ascendant Global Advisors Inc., an affiliate of Casper Holding LP, to assist in preparing quarterly and annual financial statements commencing following the consummation of the IPO. The Company has agreed to pay for these services at a fixed quarterly rate of $ 5,250 each quarter. For three months and six months ended June 30, 2026, the Company incurred an Accounting Service fee of $ 5,250 . As of June 30, 2026 and December 31, 2025, $ 5,250 and $ 0 have been accrued to accrued expense, respectively. Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict. 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. Any of the above-mentioned factors could adversely affect the Company’s search for an Initial Business Combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Compensation to the Company’s Management The Company pays Dan (Cathy) Jiang, our Chief Financial Officer, $ 2,000 per month for serving in such capacity with us commencing upon consummation of the IPO on May 26, 2026. For the three months and six months ended June 30, 2026, the Company incurred an amount of $ 2,400 and $ 2,400 compensation to CFO. 13 Administration Fee Commencing on the date the Company’s securities are first listed on the Nasdaq Capital Market on May 22, 2026, Casper Holding LP is allowed to charge the Company an allocable share of its overhead, up to $ 10,000 per month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel. For the three months and six months ended June 30, 2026, the Company incurred an amount of $ 13,333 and $ 13,333 administration fee. Redemption Obligations If the Company is unable to complete its Business Combination within the Combination Period, the Company will redeem 100% of the 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 pay taxes, less up to $ 100,000 of interest to pay liquidation and dissolution expenses, divided by the number of then outstanding public shares, subject to applicable law. The Company may hold a shareholder vote at any time to amend its amended and restated memorandum and articles of association to modify the time period to consummate a Business Combination or the terms of the redemption obligation. In such case, shareholders will be given the opportunity to redeem their shares in connection therewith. Convertible Working Capital Loans In connection with the initial business combination, the Company may obtain working capital loans from the Sponsors and the Company’s officers, directors and affiliates to finance transaction costs. Up to $1,500,000 of such loans may, at the option of the lenders, be converted into Private Placement Units at a price of $10.00 per unit. NOTE 7 — SHAREHOLDERS’ EQUITY Preferred Shares — The Company is authorized to issue 2,000,000 shares of preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30 2026, there were no shares of preferred shares issued or outstanding. Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $ 0.0001 per share. Holders of ordinary shares were entitled to one vote for each share. As of June 30, 2026 and December 31, 2025, there were 2,437,500 and 2,475,000 ordinary shares issued and outstanding, excluding 6,000,000 and 0 ordinary shares, respectively, subject to possible redemption, which are presented as temporary equity. Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a public or private right will automatically receive one-fifth (1/5) of one ordinary share upon consummation of the initial business combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the 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-fifth (1/5) of one ordinary share underlying each right upon consummation of the business combination. If the Company is unable to complete the initial business combination within the required time period and the Company will redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. 14 Warrants — Each Unit also includes one warrant. Each whole warrant entitles the holder to purchase one ordinary share at an exercise price of $ 11.50 per share, subject to adjustment. The warrants become exercisable on the later of (i) 30 days after the completion of the Company’s Initial Business Combination and (ii) 12 months from the closing of the IPO, and will expire five years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole (and not in part), at a price of $ 0.01 per warrant, if the last sale price of the Company’s ordinary shares equals or exceeds $ 18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. NOTE 8 — SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products and services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, the Company has not identify any subsequent events. 15