PANTAGES CAPITAL ACQUISITION Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS PANTAGES CAPITAL ACQUISITION CORPORATION BALANCE SHEETS (Unaudited) March 31, December 31, 2026 2025 Assets Current Assets Cash $ 89,063 $ 187,778 Prepaid expenses 86,207 87,377 Total Current Assets 175,270 275,155 Cash and investments held in Trust Account 90,870,786 90,084,477 Total Assets $ 91,046,056 $ 90,359,632 Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 260,808 $ 78,128 Due to related parties 631 294 Working capital loan - related party 863,500 713,500 Total Current Liabilities 1,124,939 791,922 Deferred underwriting commission payable 862,500 862,500 Total Liabilities 1,987,439 1,654,422 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 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 B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding 216 216 Additional paid-in capital - - Accumulated deficit ( 1,812,409 ) ( 1,379,507 ) Total Shareholders’ Deficit ( 1,812,169 ) ( 1,379,267 ) Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholder’s Deficit $ 91,046,056 $ 90,359,632 The accompanying notes are an integral part of these unaudited financial statements. 1 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF OPERATIONS (Unaudited) For The For The Three Months Ended Three Months Ended March 31, 2026 March 31, 2025 Formation and operating costs $ 432,902 $ 215,749 Loss from operations ( 432,902 ) ( 215,749 ) Other income Interest and dividend income on cash and investments held in Trust Account 786,309 896,603 Net income $ 353,407 $ 680,854 Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,625,000 8,625,000 Basic and diluted income per share, Class A ordinary shares subject to possible redemption $ 0.03 $ 0.06 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,400,500 2,400,500 Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.03 $ 0.06 The accompanying notes are an integral part of these unaudited financial statements. 2 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (Unaudited) Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2025 244,250 $ 24 2,156,250 $ 216 $ - $ ( 1,379,507 ) $ ( 1,379,267 ) Remeasurement of carrying value to redemption value - - - - - ( 786,309 ) ( 786,309 ) Net income - - - - - 353,407 353,407 Balance as of March 31, 2026 244,250 $ 24 2,156,250 $ 216 $ - $ ( 1,812,409 ) $ ( 1,812,169 ) Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2024 244,250 $ 24 2,156,250 $ 216 $ - $ ( 361,860 ) $ ( 361,620 ) Remeasurement of carrying value to redemption value - - - - - ( 896,603 ) ( 896,603 ) Net income - - - - - 680,854 680,854 Balance as of March 31, 2025 244,250 $ 24 2,156,250 $ 216 $ - $ ( 577,609 ) $ ( 577,369 ) The accompanying notes are an integral part of these unaudited financial statements. 3 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) For The For The Three Months Ended Three Months Ended March 31, 2026 March 31, 2025 Cash Flows from Operating Activities: Net income $ 353,407 $ 680,854 Adjustments to reconcile net income to net cash used in operating activities: Interest and dividend earned on cash and investments held in Trust Account ( 786,309 ) ( 896,603 ) Changes in operating assets and liabilities: Prepaid expenses 1,170 ( 44,631 ) Accounts payable and accrued expenses 182,680 930 Due to related parties 337 ( 84 ) Net Cash Used in Operating Activities ( 248,715 ) ( 259,534 ) Cash Flows from Financing Activity: Proceeds from working capital loan - related party 150,000 - Net Cash Provided by Financing Activity 150,000 - Net Change in Cash ( 98,715 ) ( 259,534 ) Cash, beginning of the period 187,778 533,006 Cash, end of the period $ 89,063 $ 273,472 Supplemental Disclosure of Non Cash Financing Activities: Remeasurement of carrying value to redemption value $ 786,309 $ 896,603 The accompanying notes are an integral part of these unaudited financial statements. 4 PANTAGES CAPITAL ACQUISITION CORPORATION NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Organization, Business Operation and Going Concern Consideration Pantages Capital Acquisition Corporation (the “Company”, formerly known as “Aifeex Nexus Acquisition Corporation” and “Shepherd Ave Capital Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. 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. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (“Private Placement”, see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placements Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company’s founder and Sponsor is Aitefund Sponsor LLC, a Delaware limited liability company formerly known as “Shepherd Ave Capital Sponsor LLC” (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement. On December 6, 2024, the Company consummated IPO of 8,625,000 units (including 1,125,000 units issued upon the full exercise of the over-allotment option (the “over-allotment option”), the “Units”). Each Unit consists of one Class A ordinary share (the “Class A ordinary share”), $ 0.0001 par value per share (collectively, the “Public Shares”), and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination of the Company. The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 86,250,000 . Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 244,250 units (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,442,500 , which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary share, and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination. Transaction costs amounted to $ 2,528,729 , consisting of $ 1,078,125 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 862,500 of deferred underwriting commissions, and $ 588,104 of other offering costs. At the IPO date, cash of $ 941,835 was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working capital purposes. The Company’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company will complete its initial business combination only if the post-transaction company in which its Public Shareholders own shares will own or acquire 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”). There is no assurance that the Company will be able to complete an initial business combination successfully. 5 Upon the closing of the IPO, management has agreed that at least $ 10.00 per Unit sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act that invest solely in direct U.S. government treasury. 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; 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. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. 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. 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”. 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. 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. time). 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. 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, it cannot be assured that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. 6 Business Combination Agreement On November 18, 2025, the Company entered into a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the “MacMines”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (“Tenement SPV”); and (vi) Jincheng Yao, an individual (“Seller Representative”) (the “Merger Agreement”). Reorganization Pursuant to the Merger Agreement, prior to the Closing (as defined below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines and Tenement SPV will enter into an Asset Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the “ MLA ”) and documents and information relating exclusively and specifically to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds, instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the “Reorganization Documents”) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the Merger Agreement. Upon the terms and subject to satisfaction of the conditions set forth in the Reorganization Documents, the following transactions (collectively, “Reorganization”) shall take place at a date and time agreed by the parties thereto: (x) Pubco will issue 18,000,000 Pubco ordinary shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital of Tenement SPV held by MacMines to Pubco; (y) MacMines will assign, transfer, convey and sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization, Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines. Merger 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: ● 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. 7 ● Each Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary share. ● Each issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in accordance with the Company’s IPO Prospectus and Current Charter, and the rights into Class A ordinary shares of the Company. ● If there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $ 0.0001 per share, of the surviving Company. (y) all issued and outstanding Reorganization Shares shall be automatically reclassified into Pubco ordinary shares. No fractional shares of Pubco ordinary shares will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share. The foregoing Merger and conversion of securities shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable Law. On April 14, 2026, the Company entered into Amendment No. 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. Going Concern Consideration As of March 31, 2026, the Company had $ 89,063 cash and a working capital deficit of $ 949,669 . 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. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) 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. 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. There is no assurance that the Company’s plans to consummate an initial business combination will be successful within the Combination Deadline. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited financial statements are issued. The unaudited financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the military action was commenced by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions. On February 28, 2026, Israel and the United States has taken military action against Iran and Iran has been firing missiles and drones on approximately fifteen other countries. The military conflict has continued as of the date of this filing. As a result of the military actions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial business combination are not yet determinable. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty. 8 Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited but includes all adjustments which management considers necessary for the fair presentation of the results for the period. 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. Emerging Growth Company Status 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, 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 Securities Exchange Act of 1934, as amended (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 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 standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited 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. Use of Estimates The preparation of the unaudited 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 unaudited financial statements and the reported amounts of expenses during the reporting period. Actual results could differ 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 $ 89,063 and $ 187,778 cash in bank as of March 31, 2026 and December 31, 2025, respectively. 9 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. Treasury securities. Concentration of Credit Risk 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. The Company has not experienced losses on these accounts. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. 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 Months Ended For The Three Months Ended March 31, 2026 March 31, 2025 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income per ordinary share: Numerators: Allocation of net income $ 276,462 $ 76,945 $ 532,617 $ 148,237 Denominators: Basic and diluted weighted average shares outstanding 8,625,000 2,400,500 8,625,000 2,400,500 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.06 $ 0.06 10 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● 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 Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 90,870,786 $ 90,870,786 $ - $ - Total $ 90,870,786 $ 90,870,786 $ - $ - December 31, 2025 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 90,084,477 $ 90,084,477 $ - $ - Total $ 90,084,477 $ 90,084,477 $ - $ - The Rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The Rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors. 11 Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,625,000 Class A ordinary shares sold as part of the Public Units in the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize 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. 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: Class A ordinary shares subject to possible redemption Balance as of December 31, 2024 $ 86,518,878 Remeasurement of carrying value to redemption value 3,565,599 Balance as of December 31, 2025 $ 90,084,477 Remeasurement of carrying value to redemption value 786,309 Balance as of March 31, 2026 $ 90,870,786 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited financial statements. 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. 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 Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited financial statements. 12 Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): 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. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited financial statements. Note 3 — Initial Public Offering On December 6, 2024, the Company sold 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the over-allotment option) in its IPO. Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right. Each right entitles the holder thereof to receive one-fifth of one Class A ordinary share upon completion of the Company’s initial business combination. The Company will not issue fractional shares. As a result, the holder must hold Rights in multiples of 5 in order to receive shares for all of their Rights upon closing of an initial business combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 244,250 Units at a price of $ 10.00 per Unit for an aggregate purchase price of $ 2,442,500 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial business combination (except to certain permitted transferees). Note 5 — Related Party Transactions Founder shares On June 14, 2024, the Company’s CEO, Mr. William W. Snyder, the Company’s CFO, Ms. Jia Peng, and the Sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 shares of Class B ordinary shares of a par value of $ 0.0001 for an aggregate purchase price of $ 25,000 (the “founder shares”) from the Company, of which: (i) the CEO acquired 100,000 founder shares for a purchase price of $ 1,449 or approximately $ 0.014 per share; (ii) the CFO acquired 60,000 founder shares for a purchase price of $ 870 , or approximately $ 0.014 per share; and (iii) the Sponsor acquired 1,565,000 founder shares for a purchase price of $ 22,681 , or approximately $ 0.014 per share. On July 9, 2024, the Company issued an additional 431,250 Class B ordinary shares to the Sponsor, at par value, for the purchase price of $ 43 . 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, including an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0 . Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $ 696 . The fair value of the transfer of the 60,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 60,000 founder shares totaled $ 54,450 . On December 6, 2024, the Company recognized a share-based compensation expense of $ 53,754 , net of the nominal cash consideration of $ 696 paid by the directors. 13 The Private Placement shares are identical to the Class A ordinary shares included in the Units being sold in the IPO. However, the Company’s Insiders have agreed, pursuant to written letter agreements with the Company, (A) to vote their founder shares and Private Placement shares (as well as any Public Shares acquired in or after the IPO) in favor of any proposed initial business combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association effective at the time that would stop our Public Shareholders from redeeming their shares for cash or selling their shares to us in connection with an initial business combination or affect the substance or timing of our obligation to redeem 100 % of our Public Shares if we do not complete an initial business combination by the Combination Deadline unless we provide Public Shareholders with the opportunity to redeem their Public Shares to receive cash from the Trust Account in connection with any such vote (regardless how such shareholders vote for such amendment), (C) not to redeem any founder shares and Private Placement Shares (as well as any other shares acquired in or after the IPO) for cash from the Trust Account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our memorandum and articles of association effective at the time relating to shareholders’ rights or pre-initial business combination activity and (D) that the founder shares and Private Placement Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated. The Insiders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50 % of the founder shares, the earlier of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50 % of the founder shares, six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial business combination (except to certain permitted transferees). Promissory Note — Related Party On June 14, 2024, the Sponsor has agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. 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. Following the completion of the IPO, the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below). Working Capital Loans — Related Party In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient, or to extend its life, its Insiders or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. 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. 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. The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. 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. Due to Related Parties On June 6, 2024, the Company appointed Jia Peng as Chief Financial Officer, in addition to the current position as a member of the board of the directors. 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. 14 As of March 31, 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. During the Term as Chairman and Chief Executive Officer and a member of board of directors of the Company, William Snyder will receive cash compensation in the amount of $ 7,500 , payable each month. 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. 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 these securities are entitled to make up to three demands, excluding short form 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 the Company’s completion of the Company’s initial 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. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any. The underwriters had exercised the over-allotment option. The underwriter was paid a cash underwriting discount of $ 0.125 per Unit, or $ 1,078,125 at the closing of the IPO. Additionally, the underwriters will be entitled to 1.0 % of gross proceeds of the IPO $ 862,500 and will be paid at the closing of the initial business combination as deferred underwriting fee. 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. 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. 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. Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value. On June 14, 2024, the Company issued an aggregate of 1,725,000 founder shares to the Sponsor and executives for an aggregate purchase price of $ 25,000 . On July 9, 2024, the Company issued additional 431,250 Class B ordinary shares to the Sponsor for $ 43 . 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. 15 Rights 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. 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. In the event the Company will not be the surviving company upon completion of the Company’s initial business combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-fifth of one Class A ordinary share underlying each right is entitled to upon consummation of the initial business combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold Rights in multiples of five in order to receive shares for all of your Class A ordinary shares underlying the Rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company 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. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the Rights. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, 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 CODM has been identified as the Chief Financial Officer , 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. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric, which include the following: For the Three Months Ended For the Three Months Ended March 31, March 31, 2026 2025 Professional fees incurred in connection with potential business combination $ ( 248,861 ) $ - Other formation and operating costs ( 184,041 ) ( 215,749 ) Interest and dividend income on cash and investments held in Trust Account 786,309 896,603 Net income (loss) $ 353,407 $ 680,854 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. The CODM reviews interest and dividend income on cash and investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of cash and investments with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional fees incurred in connection with potential business combination, which are a significant segment expense, and include legal fees and advisory fees, as these represent significant costs affecting the Company’s consummation of potential business combination. Other formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination by the Combination Deadline. The CODM also reviews other formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited financial statements were issued. 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”). 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 that was funded prior to or at closing. 16