What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-19 · 112 added, 80 removed, 652 unchanged (23% of the section changed)

2 unchanged sentences

BALANCE SHEETS

September 30,

Current Assets

Prepaid expenses and other assets

Prepaid franchise and income taxes

Total Current Assets

8 unchanged sentences

Excise tax payable

Promissory note –related party

Promissory note – KM QUAD

Promissory note

Total Current Liabilities

4 unchanged sentences

20,000,000 shares authorized;

1,700,703 and 6,900,000 shares issued and outstanding at redemption value of $ 10.99 and $ 10.60 as of June 30, 2025 and December 31, 2024, respectively

1,700,703 and 6,900,000 shares issued and outstanding at redemption value of $ 11.18 and $ 10.60 as of September 30, 2025 and December 31, 2024, respectively

Stockholders’ Deficit

1 unchanged sentence

20,000,000 shares authorized;

2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively)

2,047,045 shares issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of September 30, 2025 and December 31, 2024, respectively)

Accumulated deficit

9 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Formation and operation costs

10 unchanged sentences

$ ( 836,474 )

$ ( 801,621 )

Basic and diluted weighted average shares outstanding,

common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income (loss) per share, redeemable common stock

Basic and diluted weighted average shares outstanding,

Basic and diluted net income (loss) per share, non

redeemable common stock

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net income (loss) per share, non redeemable common stock

accompanying notes are an integral part of these unaudited consolidated financial statements.

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three and Six Months ended in June 30, 2025

the Three and Nine Months ended in September 30, 2025

Stockholders’

13 unchanged sentences

$ ( 4,529,955 )

the Three and Six Months ended in June 30, 2024

Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Balance–September 30, 2025

$ ( 4,883,720 )

$ ( 4,883,516 )

the Three and Nine Months ended in September 30, 2024

Stockholders’

6 unchanged sentences

$ ( 1,843,163 )

Remeasurement of common stock subject to possible redemption

Balance–June 30, 2024

$ ( 2,019,940 )

$ ( 2,019,736 )

$ ( 2,019,940 )

$ ( 2,019,736 )

Remeasurement of common stock subject to possible redemption

Net income (loss)

Balance–June 30, 2024

Balance–September 30, 2024

$ ( 2,145,425 )

5 unchanged sentences

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Prepaid expenses and other assets

Prepaid franchise and income taxes

Accounts payable and accrued expenses

6 unchanged sentences

Cash Flows from Investing Activities:

Investment of cash into Trust Account

Cash withdrawn from Trust Account to pay redeemed public stockholders

Cash deposited into Trust Account for term extensions

Cash withdrawn from Trust Account to pay taxes

3 unchanged sentences

( 55,152,224 )

Proceeds from promissory note - related party

Proceeds from promissory note - KM QUAD

19 unchanged sentences

focus on target businesses in Asia.

of June 30, 2025, the Company had not commenced any operations.

All activities through June 30, 2025, are related to the Company’s

of September 30, 2025, the Company had not commenced any operations.

All activities through September 30, 2025, are related to the Company’s

formation and the initial public offering (“IPO” as defined below) and subsequent to the IPO, identifying a target company

115 unchanged sentences

February 5, 2025, Quad Global Inc.

(“Quad Global” or the “Purchaser”), is a wholly owned subsidiary of the Company and a Cayman Island

exempted company, was formed to be the surviving company after the reincorporation merger in connection with a contemplated business

(“Quad Global” or the “Purchaser”), is a wholly owned subsidiary of the Company

and a Cayman Island exempted company, was formed to be the surviving company after the reincorporation merger in connection with a contemplated

business combination.

It has no principal operations or revenue producing activities.

43 unchanged sentences

approximately $ 55,152,224 (approximately $ 10.61 per share) were tendered for redemption.

The Company subsequently deposited $ 60,000

each time from January 2025 to August 2025 into the Trust Account to extend the date by which the

Company can complete an initial business combination to September 10, 2025.

The Company subsequently deposited $ 60,000 each

time from January 2025 to November 2025 into the Trust Account to extend the date by which the Company can complete an initial business

combination to December 10, 2025.

Concern Consideration

of June 30, 2025, the Company had $ 225,929 in cash and a working capital deficit of $ 2,134,700 .

of September 30, 2025, the Company had $ 9,068 in cash and a working capital deficit of $ 2,386,646 .

The Company has incurred and expects

65 unchanged sentences

in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

IR Act tax provisions had an impact on the Company’s tax provisions for the three months ended June 30, 2025 as there were redemptions

by the public stockholders in January 2025.

As a result, the Company recorded an excise tax liability of $ 551,522 as of June 30, 2025.

IR Act tax provisions had an impact on the Company’s tax provisions for the three months ended September 30, 2025 as there were

redemptions by the public stockholders in January 2025.

As a result, the Company recorded an excise tax liability of $ 551,522

as of September 30, 2025.

The Company has not filed its 2025 excise tax return and remitted excise tax payment.

The Company is currently evaluating its options

with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be subject to additional

interest and penalties which are currently estimated at 8 % interest per annum and a 5 % underpayment penalty per month or portion of a

month up to 25 % of the total liability for any amount that is unpaid until paid in full.

2 — Summary of Significant Accounting Policies

The Company is currently

evaluating its options with respect to payment of this obligation.

If the Company is unable to pay its obligation in full, it will be

subject to additional interest and penalties which are currently estimated at 8 %

interest per annum and a 5 % underpayment

penalty per month or portion of a month up to 25 %

of the total liability for any amount that is unpaid until paid in full.

2 — Significant Accounting Policies

of Presentation

7 unchanged sentences

of the balances and results for the periods presented.

The interim results for the three and six months ended June 30, 2025 are not necessarily

indicative of the results that may be expected through December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025 are

not necessarily indicative of the results that may be expected through December 31, 2025 or for any future periods.

of consolidation

33 unchanged sentences

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

The Company had $ 225,929 and $ 1,554,737 in cash and none in cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 9,068 and $ 1,554,737 in cash and none in cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Held in Trust Account

of June 30, 2025 and December 31, 2024, the Company had $ 18,716,360 and $ 73,115,355 , respectively, in investments held in the Trust

of September 30, 2025 and December 31, 2024, the Company had $ 18,933,453 and $ 73,115,355 , respectively, in investments held in the Trust

Account comprised of money market funds that invest in U.S.

10 unchanged sentences

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

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.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025 or December 31, 2024.

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

its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

provision for income taxes was $ 37,507 and $ 94,242 for the three and six months ended June 30, 2025, respectively;

and $ 192,626 and $ 383,682

for the three and six months ended June 30, 2024, respectively.

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.

The Company recognizes accrued interest and penalties related to unrecognized

tax benefits as income tax expense.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits or

accrued for interest and penalties.

The Company had prepaid income taxes of $ 14,563 and $ 0 as of September

30, 2025 and December 31, 2024, respectively.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is

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

provision for income taxes was $ 37,056 and $ 131,298 for the three and nine months ended September 30, 2025, respectively;

and $ 194,826

and $ 578,508 for the three and nine months ended September 30, 2024, respectively.

Income (Loss) Per Common Share

1 unchanged sentence

during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders.

At June 30, 2025, the Company

At September 30, 2025, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock

3 unchanged sentences

following table reflects the calculation of basic and diluted net income (loss) per common share:

Schedule of Basic and Diluted Net Income Per Common Share

of Basic and Diluted Net Income Per Common Share

Three Months Ended

September 30, 2025

Three Months Ended

September 30, 2024

Redeemable common stock subject to possible redemption

Net income (loss) attributable to redeemable common stock subject to possible redemption

$ ( 275,883 )

Weighted average common stock subject to possible redemption

3 unchanged sentences

Net income (loss)

$ ( 607,950 )

Net income (loss) attributable to common stock subject to possible redemption

$ ( 275,883 )

Net income (loss) attributable to non-redeemable common stock

$ ( 332,067 )

Weighted average non-redeemable common stock

1 unchanged sentence

Basic and diluted net income (loss) per share, non-redeemable common stock

Six Months Ended

Nine Months Ended

September 30, 2025

Nine Months Ended

September 30, 2024

Redeemable common stock subject to possible redemption

39 unchanged sentences

The Company has elected to recognize the changes immediately.

Accordingly, as of June 30, 2025 and December 31, 2024, 1,700,703

Accordingly, as of September 30, 2025 and December 31, 2024, 1,700,703

and 6,900,000 shares of common stock, respectively, were presented at redemption value as temporary equity, outside of the stockholder’s

50 unchanged sentences

on October 11, 2023, no Founder Share were forfeited.

As of June 30, 2025 and December 31, 2024, 1,725,000 Founder Shares were issued

As of September 30, 2025 and December 31, 2024, 1,725,000 Founder Shares were issued

and outstanding.

9 unchanged sentences

Sponsor paid out of pocket travel expenses related to due diligence and research of prospective target business.

As of June 30, 2025

As of September 30,

2025 and December 31, 2024, $ 100,000 and $ 3,951 , respectively, were outstanding.

The amount is unsecured, interest-free and due on demand.

Promissory Note — Related Party

On August 7, 2025, the Sponsor agreed to loan

the Company up to an aggregate amount of $ 100,000

to be used, in part, for working capital and transaction costs incurred in connection with the business combination (the

“Promissory Note”).

As of September 30, 2025, $ 100,000

was outstanding under the Promissory Note.

The Promissory Note is unsecured, interest-free and due on the earlier date of (i)

consummation of the Business Combination, (ii) a breach by the Company of any its obligations under the Promissory Note, (iii) the

termination of the proposed Business Combination, or (iv) expiration of the Combination Period.

addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders

6 unchanged sentences

Certain amount of such loans may be converted into private at $ 10.00 per share at the option of the lender.

June 30, 2025 and December 31, 2024, the Company had no borrowings under the working capital loans.

September 30, 2025 and December 31, 2024, the Company had no borrowings under the working capital loans.

Administrative

5 unchanged sentences

amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination.

The Company accrued $ 20,000 and $ 30,000 administrative fees due to the Sponsor on the accompanying balance sheets as of June 30, 2025

The Company accrued $ 30,000 and $ 30,000 administrative fees due to the Sponsor on the accompanying balance sheets as of September 30,

2025 and December 31, 2024, respectively.

7 unchanged sentences

For each extension of time to consummate an initial business combination, a fee of $ 40,000 is charged for filing the Pre-14A and Def-14A.

For the six months ending June 30, 2025, the Company incurred $ 100,000 in legal fees payable to Celine;

$ 90,000 was paid and $ 10,000

accrued on the accompanying balance sheets as of June 30, 2025.

For the nine months ending September 30, 2025, the Company incurred and paid $ 110,000 in legal fees payable to Celine, with no outstanding

balance as of September 30, 2025 and December 31, 2024.

6 — Commitments and Contingencies

26 unchanged sentences

Additionally,

the Company issued the underwriters 69,000 shares of common stock for the representative shares, at the closing of the IPO as part of

representative compensation.

As of June 30, 2025 and December 31, 2024, 69,000 representative shares were issued and outstanding.

the Company issued the underwriters 69,000

shares of common stock for the representative shares, at the

closing of the IPO as part of representative compensation.

7 — Stockholders’ Deficit

3 unchanged sentences

on October 11, 2023, there are no Founder Share subject to forfeiture.

As of June 30, 2025 and December 31, 2024 there were 2,047,045

shares of common stock issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of June 30,

As of September 30, 2025 and December 31, 2024 there were 2,047,045

shares of common stock issued and outstanding (excluding 1,700,703 and 6,900,000 shares subject to possible redemption as of September

30, 2025 and December 31, 2024, respectively).

34 unchanged sentences

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September

30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

Schedule of Fair Value Hierarchy of Valuation Inputs

of Fair Value Hierarchy of Valuation Inputs

September 30,

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs

Other Unobservable Inputs

Investments held in Trust Account

10 unchanged sentences

Business Combination.

As of June 30, 2025 and December 31, 2024, $ 1,040,000 and $ 500,000 were outstanding under the KM QUAD Notes.

As of September 30, 2025 and December 31, 2024, $ 1,040,000 and $ 500,000 were outstanding under the KM QUAD Notes.

10 — Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement

Based on the review, as further disclosed in the footnotes and except as disclosed below, management did not identify any

material subsequent events that require disclosure in the financial statement.

July 9, 2025 and August 9, 2025, the Company deposited an extension payment of $ 60,000 each time into the Trust Account to extend the

date by which the Company can complete an initial business combination to September 10, 2025.

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial

statements were issued.

Based on this review, other than as disclosed below, management did not identify any events or transactions

that would require adjustment to, or disclosure in, the accompanying financial statements.

October 8, 2025 and November 7, 2025, the Company deposited $ 60,000

each time into the Trust Account to extend the date by which the Company can complete an initial business combination to December

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