What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-20 · 95 added, 54 removed, 325 unchanged (31% of the section changed)

12 unchanged sentences

Due to related parties 566 294

Working capital loan - related party 863,500 713,500

Working capital loans - related party 1,208,500

Total Current Liabilities 1,297,429 791,922

2 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 8,625,000 shares at conversion value of $ 10.54 and $ 10.44 per share as of March 31, 2026 and December 31, 2025, respectively 90,870,786 90,084,477

Class A ordinary shares subject to possible redemption, 2,735,906 and 8,625,000 shares at conversion value of $ 10.72 and $ 10.44 per share as of June 30, 2026 and December 31, 2025, respectively 29,319,955 90,084,477

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding - -

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 244,250 shares issued and outstanding

(excluding 8,625,000 shares subject to possible redemption) 24 24

Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 2,735,906 and 8,625,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively) 24 24

Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding 216 216

2 unchanged sentences

Total Shareholders’ Deficit ( 2,088,559 ) ( 1,379,267 )

Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholder’s Deficit $ 91,046,056 $ 90,359,632

Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit $ 29,391,325 $ 90,359,632

The accompanying notes are an integral part of

7 unchanged sentences

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,166,959 8,625,000 8,395,980 8,625,000

Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.03 $ 0.06

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.05 $ 0.07 $ 0.08 $ 0.13

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,400,500 2,400,500 2,400,500 2,400,500

4 unchanged sentences

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2026 AND 2025

Ordinary Shares

4 unchanged sentences

Balance as of March 31, 2026 244,250 24 2,156,250 216 - ( 1,812,409 ) ( 1,812,169 )

Remeasurement of carrying value to redemption value - - - - - ( 754,674 ) ( 754,674 )

Extension fees attributable to Class A ordinary shares subject to redemption - - - - - ( 60,000 ) ( 60,000 )

Net income - - - - - 538,284 538,284

Balance as of June 30, 2026 244,250 $ 24 2,156,250 $ 216 $ - $ ( 2,088,799 ) $ ( 2,088,559 )

Ordinary Shares

4 unchanged sentences

Balance as of March 31, 2025 244,250 24 2,156,250 216 - ( 577,609 ) ( 577,369 )

Remeasurement of carrying value to redemption value - - - - - ( 900,939 ) ( 900,939 )

Net income - - - - - 723,213 723,213

Balance as of June 30, 2025 244,250 $ 24 2,156,250 $ 216 $ - $ ( 755,335 ) $ ( 755,095 )

The accompanying notes are an integral part of

11 unchanged sentences

Net Cash Used in Operating Activities ( 622,426

Cash Flows from Financing Activity:

Proceeds from working capital loan - related party 150,000 -

Net Cash Provided by Financing Activity 150,000 -

) ( 413,362 )

Cash Flows from Investing Activities:

Extension fee deposited into Trust Account ( 60,000 ) -

Proceeds from sale of investments in the Trust Account 62,365,505 -

Net Cash Provided by Investing Activities 62,305,505 -

Cash Flows from Financing Activities:

Proceeds from working capital loans - related party 495,000

Class A ordinary shares redemption ( 62,365,505 ) -

Net Cash (Used in) Provided by Financing Activities

Net Change in Cash ( 187,426 ) ( 238,362 )

1 unchanged sentence

Cash, end of the period $ 352 $ 294,644

Supplemental Disclosure of Non Cash Financing Activities:

Supplemental Disclosure of Non Cash Activities:

Remeasurement of carrying value to redemption value $ 1,540,983 $ 1,797,542

Extension fees attributable to Class A ordinary shares subject to redemption $ 60,000 $ -

The accompanying notes are an integral part of

7 unchanged sentences

The Company has elected December 31 as its fiscal year end.

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

For the period from May 31, 2024 (inception) through March 31, 2026, the Company’s efforts have been limited to organizational activities, activities related to the initial public offering (“IPO”, see Note 3) and business combination.

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

For the period from May 31, 2024 (inception) through June 30, 2026, the Company’s efforts have been limited to organizational activities, activities related to the initial public offering (“IPO”, see Note 3) and business combination.

The Company will not generate any operating revenues until after the completion of a business combination, at the earliest.

19 unchanged sentences

Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial business combination;

(ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s Public Shares if the Company does not complete the Company’s initial business by the Combination Deadline (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;

(ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s Public Shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity;

and (iii) the redemption of all of Public Shares if the Company are unable to complete their initial business combination by the Combination Deadline, subject to applicable law.

1 unchanged sentence

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders.

The Company will have until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate the initial business combination, or up to June 6, 2026 (or 18 months from the consummation of the IPO) if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026.

The Company initially had until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate the initial business combination, or up to June 6, 2026 (or 18 months from the consummation of the IPO) if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026.

Since the Merger Agreement (as defined below) was executed before March 6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial business combination is extended to June 6, 2026.

The applicable deadline to consummate the initial business combination of June 6, 2026, is referred as the “Combination Deadline”.

On June 3, 2026, at the extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”), the Company’s shareholders approved a proposal to amend the Trust Agreement to allow the Company to extend the date by which it must consummate an initial business combination up to twelve (12) times, with each extension comprised of one month, from June 6, 2026 until June 6, 2027, by depositing into the Trust Account an amount equal to $ 0.033 per public share remaining outstanding after redemptions, up to $ 60,000 per one-month extension.

In June and July, the Sponsor deposited an aggregate of $ 120,000 into the Trust Account to extend the Business Combination Deadline to August 6, 2026.

The applicable deadline to consummate the initial business combination of August 6, 2026, is referred as the “Combination Deadline”.

As of the date of these financial statements are issued, $60,000 of the required extension payment to extend the Trust to September 6, 2026 has not been deposited into the Trust Account.

The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer.

The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

The ordinary shares subject to redemption will be accreted to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

If the Company does not complete its initial business combination by the Combination Deadline, the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest generated from the funds held in the Trust Account to pay dissolution expenses) divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”), and any Public Shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their founder shares, Private Placement Shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or up to 18 months, if extended) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”), and any Public Shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their founder shares, Private Placement Shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (initially extended to 18 months, with further monthly extensions of up to an additional 12 months, for a maximum period of 30 months) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business 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 IPO against certain liabilities, including liabilities under the Securities Act.

14 unchanged sentences

After the consummation of the Reorganization and upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties to the Merger Agreement (the “Closing Date”):

(x) the Merger Sub will merge with and into the Company (the “Merger”, together will all other transactions contemplated under the Merger Agreement, the “MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows:

(x) the Merger Sub will merge with and into the Company (the “Merger”, together with all other transactions contemplated under the Merger Agreement, the “MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows:

● Each issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be deemed to hold one Class A ordinary share and one right of the Company.

9 unchanged sentences

1 to the Merger Agreement (the “Amendment”).

Pursuant to the Amendment, all parties agreed to remove, as a condition to each party’s obligation to consummate the business combination, that the Company has net tangible assets of at least $ 5,000,001 after giving effect to the redemption and any PIPE Investment (as defined in the Meger Agreement) that was funded prior to or at closing.

Pursuant to the Amendment, all parties agreed to remove, as a condition to each party’s obligation to consummate the business combination, that the Company has net tangible assets of at least $ 5,000,001 after giving effect to the redemption and any PIPE Investment (as defined in the Merger Agreement) that was funded prior to or at closing.

Going Concern Consideration

As of March 31, 2026, the Company had $ 89,063 cash and a working capital deficit of $ 949,669 .

As of June 30, 2026, the Company had $ 352 cash and a working capital deficit of $ 1,226,059 .

The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination.

1 unchanged sentence

Management’s plan in addressing this uncertainty is through the borrowing of Working Capital Loans, as defined below (see Note 5).

In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by June 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

In addition, if the Company is unable to complete an initial business combination within the Combination Deadline, unless further extended, 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 an initial business combination will be successful within the Combination Deadline.

14 unchanged sentences

The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 9, 2026.

Operating results for the interim period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Emerging Growth Company Status

9 unchanged sentences

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

The Company had $ 89,063 and $ 187,778 cash in bank as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 352 and $ 187,778 cash in bank as of June 30, 2026 and December 31, 2025, respectively.

Cash and Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, the Company had $ 90,870,786 and $ 90,084,477 in cash and investments held in the Trust Account, which are invested in money market funds which invest in U.S.

As of June 30, 2026 and December 31, 2025, the Company had $ 29,319,955 and $ 90,084,477 in cash and investments held in the Trust Account, which are invested in money market funds which invest in U.S.

Treasury securities.

1 unchanged sentence

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $ 250,000 .

As of March 31, 2026 and December 31, 2025, $ 0 was over the FDIC limit.

As of June 30, 2026 and December 31, 2025, $ 0 was over the FDIC limit.

The Company has not experienced losses on these accounts.

3 unchanged sentences

Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income per share as the redemption value approximates fair value.

For the three months ended March 31, 2026, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other 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 income per share is the same as basic income per share for the period presented.

For the three and six months ended June 30, 2026, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other 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 net income per share is the same as basic income per share for the period presented.

For The Three Months Ended For The Three Months Ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

8 unchanged sentences

Basic and diluted net income per ordinary share $ 0.05 $ 0.05 $ 0.07 $ 0.07

For The Six Months Ended For The Six Months Ended

June 30, 2026 June 30, 2025

Redeemable Non-Redeemable Redeemable Non-Redeemable

Class A Class A

and Class B Class A Class A

Ordinary Ordinary Ordinary Ordinary

Shares Shares Shares Shares

Basic and diluted net income per ordinary share:

Allocation of net income $ 693,432 $ 198,259 $ 1,098,370 $ 305,697

Denominators:

Basic and diluted weighted average shares outstanding 8,395,980 2,400,500 8,625,000 2,400,500

Basic and diluted net income per ordinary share $ 0.08 $ 0.08 $ 0.13 $ 0.13

Fair Value of Financial Instruments

9 unchanged sentences

● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the Company’s assets that are measured at fair value on March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2026 Carrying

The following table presents information about the Company’s assets that are measured at fair value on June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

June 30, 2026 Carrying

(Level 1) Significant

18 unchanged sentences

The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

As discussed in Note 1, in connection with the shareholders’ vote at the Extraordinary General Meeting, 5,889,094 public shares were tendered for redemption.

As a result, $ 62,365,505 (approximately $ 10.59 per share) were withdrawn from the Trust Account to pay such holders, without taking into account any additional amounts that may be allocated to satisfy the Company’s tax obligations since that date.

Following these redemptions, 2,980,156 Class A Shares and 2,156,250 Pantages Class B Shares remained outstanding.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Class A ordinary

shares subject to

possible redemption

Balance as of December 31, 2024 $ 86,518,878

2 unchanged sentences

Remeasurement of carrying value to redemption value 1,540,983

Balance as of March 31, 2026 $ 90,870,786

Extension fees attributable to Class A ordinary shares subject to redemption 60,000

Redemption ( 62,365,505 )

Balance as of June 30, 2026 $ 29,319,955

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

6 unchanged sentences

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 March 31, 2026 and December 31, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

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

8 unchanged sentences

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim and annual basis.

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

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

The Company is currently evaluating the impact of adopting ASU 2024-03.

31 unchanged sentences

Immediately before the IPO, the Company had an outstanding loan balance of $ 295,019 and the balance was repaid.

There is no balance as of March 31, 2026 and December 31, 2025.

There is no balance as of June 30, 2026 and December 31, 2025.

Following the completion of the IPO, the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below).

3 unchanged sentences

The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $ 3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s initial business combination into Working Capital Units at a price of $ 10.00 per Unit.

If the Company do not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

On July 18, 2025 and February 26, 2026, the Sponsor agreed to loan the Company up to an aggregate of $ 1,000,000 to be used for working capital of the Company.

If the Company does not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

On July 18, 2025, February 26, 2026 and June 16, 2026, the Sponsor agreed to loan the Company up to an aggregate of $ 1,500,000 to be used for working capital of the Company.

This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves.

1 unchanged sentence

The number of Private Placement Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .

As of March 31, 2026 and December 31, 2025, the Company had $ 863,500 and $ 713,500 of borrowings under the Working Capital Loans, respectively.

The Company had borrowings under the Working Capital Loans from Sponsor of $ 1,208,500 as of June 30, 2026, which included $ 60,000 for extension of its life and $ 1,148,500 for working capital needs, and $ 713,500 as of December 31, 2025, which was for working capital needs.

Due to Related Parties

1 unchanged sentence

During the Term as Chief Financial Officer and a member of board of directors of the Company, Jia Peng will receive cash compensation in the amount of $ 5,000 , payable each month.

As of March 31, 2026 and December 31, 2025, the Company had accrued compensation expense of $ 0 for Jia Peng.

As of June 30, 2026 and December 31, 2025, the Company had accrued compensation expense of $ 0 for Jia Peng.

On June 14, 2024, the Company appointed William Snyder as Chairman and Chief Executive Officer, in addition to the current position as a member of the board of the directors.

1 unchanged sentence

In addition, William Snyder also paid office expenses on behalf of the Company.

As of March 31, 2026 and December 31, 2025, the Company had accrued compensation expenses for William Snyder of $ 0 , and had accrued expenses for William Snyder of $ 631 and $ 294 , respectively.

As of June 30, 2026 and December 31, 2025, the Company had accrued compensation expenses for William Snyder of $ 0 , and had accrued expenses for William Snyder of $ 566 and $ 294 , respectively.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale.

The holders of the founder shares and Private Placement Units including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on December 4, 2024 by and among the Company and the Insiders.

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

7 unchanged sentences

If the Company does not complete its initial business combination within the time period required by its amended and restated memorandum and articles of association effective at the time, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the Trust Account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.

As of March 31, 2026 and December 31, 2025, deferred underwriting discounts and commissions amounted to $ 862,500 payable upon consummation of the Company’s initial business combination.

As of June 30, 2026 and December 31, 2025, deferred underwriting discounts and commissions amounted to $ 862,500 payable upon consummation of the Company’s initial business combination.

Note 7 — Shareholders’ Equity

Preference Share — The Company is authorized to issue 5,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Share — The Company is authorized to issue 445,000,000 shares of Class A ordinary share with $ 0.0001 par value.

As of March 31, 2026 and December 31, 2025, there were 244,250 shares of Class A ordinary share issued or outstanding, excluding 8,625,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 244,250 shares of Class A ordinary share issued or outstanding, excluding 2,735,906 and 8,625,000 Class A ordinary shares subject to possible redemption, respectively.

Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value.

2 unchanged sentences

In total, an aggregate 2,156,250 Class B ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $ 0.012 per share.

The Company’s Insiders will collectively own 20.0 % of the Company’s issued and outstanding shares of ordinary share after the IPO.

As of March 31, 2026 and December 31, 2025, there were 2,156,250 shares of Class B ordinary share issued or outstanding.

As of March 31, 2026 and December 31, 2025, there were 8,625,000 Public Rights included the public Units outstanding and 244,250 Private Placement Rights included in the Private Placement Units outstanding.

As of June 30, 2026 and December 31, 2025, there were 2,156,250 shares of Class B ordinary share issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were 8,625,000 Public Rights included in the public Units outstanding and 244,250 Private Placement Rights included in the Private Placement Units outstanding.

Except in cases where the Company is not the surviving company in an initial business combination, each holder of a right will automatically receive one-fifth of one Class A ordinary share upon consummation of the Company’s initial business combination.

12 unchanged sentences

Ended For the

March 31, March 31,

June 30, June 30,

Professional fees incurred in connection with potential business combination $ ( 44,237 ) $ -

1 unchanged sentence

Interest and dividend income on cash and investments held in Trust Account 754,674 900,939

Net income (loss) $ 353,407 $ 680,854

Net income $ 538,284 $ 723,213

Ended For the

June 30, June 30,

Professional fees incurred in connection with potential business combination $ ( 293,098 ) $ -

Other formation and operating costs ( 356,194 ) ( 393,475 )

Interest and dividend income on cash and investments held in Trust Account 1,540,983 1,797,542

Net income $ 891,691 $ 1,404,067

The key measures of segment profit or loss reviewed by our CODM are interest and dividend income on cash and investments held in the Trust Account and formation and operating costs.

6 unchanged sentences

Other than the event described below, the Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited financial statements.

On April 14, 2026, the Company entered into Amendment No.

1 to the Merger Agreement (the “Amendment”).

In July 2026, the Sponsor deposited an aggregate of $ 60,000 into the Trust Account to extend the Business Combination Deadline to August 6, 2026.

As of the date of these financial statements are issued, $ 60,000 of the required extension payment to extend the Trust to September 6, 2026 has not been deposited into the Trust Account.

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

What changed 10-Q

Item 1. Financial Statements