What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 218 added, 179 removed, 576 unchanged (41% of the section changed)

24 unchanged sentences

20,000,000 shares authorized;

1,700,703 shares issued and outstanding at redemption value of $ 11.56 and $ 11.34 as of March 31, 2026 and December 31, 2025, respectively

1,700,703 shares issued and outstanding at redemption value of $ 11.70 and $ 11.34 as of June 30, 2026 and December 31, 2025, respectively

Stockholders’ Deficit

1 unchanged sentence

20,000,000 shares authorized;

2,047,045 shares issued and outstanding (excluding 1,700,703 shares subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively)

2,047,045 shares issued and outstanding (excluding 1,700,703 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively)

Accumulated deficit

9 unchanged sentences

Three Months Ended

Six Months Ended

Formation and operation costs

2 unchanged sentences

Loss from operations

Other Income:

Other Income (expense):

Interest income

Interest earned on cash and investments held in Trust Account

Gain on forgiveness of promissory notes

Interest and penalties on excise tax payable

Income (loss) before income taxes

9 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

the Three Months ended in March 31, 2026

the Three and Six Months ended June 30, 2026

Stockholders’

7 unchanged sentences

$ ( 5,494,249 )

the Three Months ended March 31, 2025

Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Balance–June 30, 2026

$ ( 4,844,160 )

$ ( 4,843,956 )

the Three and Six Months ended June 30, 2025

Stockholders’

8 unchanged sentences

$ ( 3,598,387 )

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

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Three Months Ended

Cash Flows from Operating Activities:

Net income (loss)

$ ( 3,598,591 )

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

Interest earned on cash and investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Income tax payable

Franchise tax payable

Excise tax payable

Due to related party - administrative fee

Net cash used in operating activities

$ ( 3,598,387 )

Cash Flows from Investing Activities:

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

Net cash provided by (used in) investing

Cash Flows from Financing Activities:

Due to related party

Payment to redeemed public stockholders

Remeasurement of common stock subject to possible redemption

Extension fees attributable to common stock subject to redemption

Balance–June 30, 2025

$ ( 4,530,159 )

Proceeds from SKG

Proceeds from promissory note - related party

Proceeds from promissory note - KM QUAD

Net cash provided by (used in) financing

$ ( 4,529,955 )

Net Changes in Cash

$ ( 4,530,159 )

Cash - Beginning of period

Cash - End of period

Supplemental Disclosure of Non-cash Financing Activities:

Extension fees attributable to common stock subject to redemption

Excise tax imposed on common stock redemptions

Remeasurement of common stock subject to possible redemption

$ ( 4,529,955 )

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

ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

the Six Months Ended

Flows from Operating Activities:

income (loss)

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

earned on cash and investments held in Trust Account

on forgiveness of promissory notes

in operating assets and liabilities:

expenses and other assets

payable and accrued expenses

to related party

to related party - administrative fee

cash used in operating activities

Flows from Investing Activities:

withdrawn from Trust Account to pay redeemed public stockholders

deposited into Trust Account for term extensions

deposited into Trust Account for repayment of amount previously withdrawn

withdrawn from Trust Account to pay taxes

cash provided by (used in) investing activities

Flows from Financing Activities:

Proceeds from related party

to related party

to redeemed public stockholders

from promissory note - related party

from promissory note - KM QUAD

cash provided by (used in) financing activities

Changes in Cash

- Beginning of period

- End of period

Disclosure of Cash Flow Information

paid for income taxes

Disclosure of Non-cash Financing Activities:

fees attributable to common stock subject to redemption

tax imposed on common stock redemptions

Remeasurement

of common stock subject to possible redemption

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

ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 unchanged sentences

focus on target businesses in Asia.

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

All activity for the three months ended March 31, 2026, are related to

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

All activity for the six months ended June 30, 2026, are related to

the Company’s formation and the initial public offering (“IPO” as defined below) and subsequent to the IPO, identifying

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be responsible to the extent of any liability for such third party claims.

Quad Global Inc.

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

exempted company formed on February 5, 2025.

It was formed to be the surviving company after the reincorporation merger in connection

with a contemplated business combination.

(“Quad Global”), is a wholly owned subsidiary of the Company and is a Cayman Island exempted company formed on

February 5, 2025.

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

It has no principal operations or revenue producing activities.

Quad Group Inc., is a wholly owned subsidiary of the Quad Global and is a Cayman Island exempted company formed on

January 28, 2025.

It was formed to be the Merger Sub in connection with a contemplated business combination.

It has no principal operations

or revenue producing activities.

Group Inc., is a wholly owned subsidiary of the Quad Global and is a Cayman Island exempted company formed on January 28, 2025.

formed to be the Merger Sub in connection with a contemplated business combination.

It has no principal operations or revenue producing

2025 Stockholder Meeting

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

combination to December 10, 2025.

the January Special Meeting, the Company deposited $ 60,000 into the Trust Account for each monthly extension through August 2026, thereby

extending the date by which the Company was required to complete an initial business combination to September 10, 2026.

See Note 11—Subsequent

Events regarding an additional extension payment made after June 30, 2026.

of Merger Agreement with KM QUAD

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Support Agreement

Concurrently with the execution of the

Business Combination Agreement, QETA, PubCo, SKG, the Sponsor and certain directors and officers of QETA listed thereto entered

into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other

things, (i) vote all QETA shares held by Sponsor in favor of the transactions contemplated by the BCA and the other transaction

documents and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably likely to in any material

respect impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer any share of QETA until

termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar protection with respect

to any shares of QETA, and (v) not elect to have any share of QETA redeemed in connection with the Business Combination.

Sponsor and the directors of QETA has also agreed, within certain periods of time from the closing of the Business Combination and subject

to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange

offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the PubCo Class

A ordinary shares and PubCo Rights (as applicable) acquired in connection with the Initial Merger and PubCo Class A ordinary shares received

upon the exercise of any PubCo Rights (as applicable).

The Sponsor Support Agreement also provides for certain put and call rights between

PubCo and the Sponsor with respect to certain PubCo Class A ordinary shares held by the Sponsor following the closing of the Business

Combination, and provides for the allocation and sharing of certain deferred underwriting fees of QETA between SKG and the Sponsor, in

each case subject to the terms and conditions set forth therein.

with the execution of the Business Combination Agreement, QETA, PubCo, SKG, the Sponsor and certain directors and officers of QETA listed

thereto entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has

agreed to, among other things, (i) vote all QETA shares held by Sponsor in favor of the transactions contemplated by the BCA and

the other transaction documents and the related transaction proposals, (ii) vote against any proposals that would or would be reasonably

likely to in any material respect impede the transactions contemplated by the BCA or any related transaction proposal, (iii) not transfer

any share of QETA until termination of the Sponsor Support Agreement, (iv) waive or not otherwise perfect any anti-dilution or similar

protection with respect to any shares of QETA, and (v) not elect to have any share of QETA redeemed in connection with the Business Combination.

Each of the Sponsor and the directors of QETA has also agreed, within certain periods of time from the closing of the Business Combination

and subject to certain exceptions, not to sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender

or exchange offer, merger or operation of law), encumber, hedge or utilize a derivative to transfer the economic interest in any of the

PubCo Class A ordinary shares and PubCo Rights (as applicable) acquired in connection with the Initial Merger and PubCo Class A ordinary

shares received upon the exercise of any PubCo Rights (as applicable).

The Sponsor Support Agreement also provides for certain put and

call rights between PubCo and the Sponsor with respect to certain PubCo Class A ordinary shares held by the Sponsor following the closing of

the Business Combination, and provides for the allocation and sharing of certain deferred underwriting fees of QETA between SKG and the

Sponsor, in each case subject to the terms and conditions set forth therein.

Concern Consideration

of March 31, 2026, the Company had cash of $ 909 and a working capital deficit of $ 2,952,897 .

has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant

transaction costs in pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to raise

capital will be successful.

In connection with the Company’s assessment of going concern considerations in accordance with Financial

Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about

an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt

about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of

directors would proceed to commence voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that

the Company’s plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going

concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

The financial

statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

of June 30, 2026, the Company had cash of $ 4,575 and a working capital deficit of $ 2,380,850 .

The Company has incurred and expects to

continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in

pursuit of the consummation of a Business Combination.

There is no assurance that the Company’s plans to raise capital will be

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting

Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s

ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, if the Company

is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence

voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional

condition also raises substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation

of the Business Combination or the date the Company is required to liquidate.

The financial statements do not include any adjustments

that might result from the Company’s inability to continue as a going concern.

and Uncertainties

48 unchanged sentences

The Company previously recorded an excise tax liability of $ 551,522 related to such redemptions.

The excise tax payable balance was $ 551,522 as of March 31, 2026 and December

There were no additional redemptions during the three months ended March 31, 2026.

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.

The excise tax payable balance

was $ 614,048 as of June 30, 2026 and $ 551,522 as of December 31, 2025.

There were no additional redemptions during the six months ended

June 30, 2026.

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.

The excise tax is due on April 30, 2026.

The Company recognized additional

interest and penalties of $ 62,526 as of June 30, 2026.

2 — Significant Accounting Policies

8 unchanged sentences

of the balances and results for the periods presented.

The interim results for the three months ended March 31, 2026 are not necessarily

The interim results for the three and six months ended June 30, 2026 are not necessarily

indicative of the results that may be expected through December 31, 2026 or for any future periods.

34 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 $ 909 and $ 1,195 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 4,575 and $ 1,195 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

and Investments Held in Trust Account

of March 31, 2026 and December 31, 2025, the Company had $ 19,541,732

and $ 19,233,261 ,

respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S.

of June 30, 2026 and December 31, 2025, the Company had $ 19,854,590 and $ 19,233,261 , respectively, in cash and investments held in the

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

government securities.

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

Earnings on investments

held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying

statement of operations.

The estimated fair value of cash and investments held in the Trust Account is determined using available

market information.

held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement

of operations.

The estimated fair value of cash and investments held in the Trust Account is determined using available market information.

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

10 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were no

unrecognized tax benefits or accrued interest and penalties.

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

from its tax position.

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and $ 62,526 and $ 0 of accrued interest and penalties,

respectively.

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

deviation from its tax position.

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

provision for income taxes was $ 33,540 and $ 56,735 for the three months ended March 31, 2026 and 2025, respectively.

provision for income taxes was $ 34,339 and $ 67,879 for the three and six months ended June 30, 2026, respectively;

and $ 37,507 and $ 94,242

for the three and six months ended June 30, 2025, respectively.

Income (Loss) Per Common Share

income (loss) per common is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

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

As of March 31, 2026, the Company

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

and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share

for the period presented.

Net income (loss) per common share is computed by dividing net income (loss)

by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture

by the Initial Stockholders.

As of June 30, 2026, the Company’s outstanding rights are contingently convertible into shares of common

stock only upon the consummation of a Business Combination.

Because this contingency had not been satisfied as of June 30, 2026, the rights

are excluded from the calculation of diluted net income (loss) per share.

The Company did not have any other dilutive securities or contracts

outstanding as of June 30, 2026 that could, potentially, be exercised or converted into shares of common stock and then share in the earnings

of the Company.

As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

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

1 unchanged sentence

Three Months Ended

March 31, 2026

June 30, 2026

Three Months Ended

March 31, 2025

June 30, 2025

Redeemable common stock subject to possible redemption

10 unchanged sentences

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

June 30, 2026

Six Months Ended

June 30, 2025

Redeemable common stock subject to possible redemption

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

$ ( 394,941 )

Weighted average 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

Non-redeemable common stock

Net income (loss)

$ ( 801,621 )

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

$ ( 394,941 )

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

$ ( 406,680 )

Weighted average non-redeemable common stock

Basic and diluted weighted average shares outstanding, non-redeemable common stock

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

Concentration

23 unchanged sentences

The Company has elected to recognize the changes immediately.

Accordingly, as of March 31, 2026 and December 31, 2025, 1,700,703

Accordingly, as of June 30, 2026 and December 31, 2025, 1,700,703

shares of common stock were presented at redemption value as temporary equity, outside of the stockholder’s equity section of the

1 unchanged sentence

The common stock subject to possible redemption was recorded at approximately $ 20.0 million and $ 19.3

million as of March 31, 2026 and December 31, 2025, respectively.

million as of June 30, 2026 and December 31, 2025, respectively.

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

6 unchanged sentences

management has determined that the Company only has one operating segment.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics,

formation and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying

statements of operations.

key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and

formation and operational costs.

The CODM reviews interest earned on cash and investments held in Trust Account to measure and

monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining

compliance with the trust agreement.

Formation and operational costs are reviewed and monitored by the CODM to manage and forecast

cash to ensure enough capital is available to complete a business combination within the business combination period.

The CODM also

reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with

all agreements and budget.

The CODM uses net income (loss), as reported on the

accompanying statements of operations, as the measure of segment profit or loss to assess the Company’s performance and allocate resources.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation

and operational costs and interest earned on cash and investments held in Trust Account which include the accompanying statements of

significant segment expenses and other segment items included in the measure of segment profit or loss, which are reviewed by our

CODM on a regular basis, consist of interest earned on cash and investments held in Trust Account and formation and operational costs.

The CODM reviews

interest earned on cash and investments held in Trust Account to measure and monitor stockholder value and determine the most

effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Formation and

operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to

complete a business combination within the business combination period.

The CODM also reviews formation and operational costs to

manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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

As of March 31, 2026 and December 31, 2025, 1,725,000 Founder Shares were issued

As of June 30, 2026 and December 31, 2025, 1,725,000 Founder Shares were issued

and outstanding.

8 unchanged sentences

to Related Party

of March 31, 2026 and December 31, 2025, amounts due to related party were $ 297,765 and $ 291,765 , respectively.

of June 30, 2026 and December 31, 2025, amounts due to related party were $ 311,000 and $ 291,765 , respectively.

The increase during the

1 unchanged sentence

Note — Related Party

of March 31, 2026 and December 31, 2025, the Company had $ 220,000 and $ 160,000 outstanding under promissory notes due to related party,

of June 30, 2026 and December 31, 2025, the Company had $ 570,000 and $ 160,000 outstanding under promissory notes due to related party,

respectively.

The Company also had $ 1,040,000 outstanding under a promissory note with KM QUAD as of both March 31, 2026 and December

The Company also had no outstanding under a promissory note with KM QUAD as of June 30, 2026 and $ 1,040,000 as of December

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

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

March 31, 2026 and December 31, 2025, the Company had no borrowings under the working capital loans.

June 30, 2026 and December 31, 2025, the Company had no borrowings under the working capital loans.

Administrative

8 unchanged sentences

The Company recorded $ 30,000

of related party administrative fees for each of the three months ended March 31, 2026 and 2025.

The amount due and recorded in due to related party-administration as of March 31, 2026 and December 31, 2025 was $ 30,000 and $ 0 , respectively.

and $ 60,000 of related party administrative fees for each of the three and six months ended June 30, 2026 and 2025.

The amount due

and recorded in due to related party-administration as of June 30, 2026 and December 31, 2025 was $ 60,000

respectively.

December 26, 2024, the Company engaged Celine & Partners PLLC (“Celine”) to represent them for all U.S.

corporate and

securities compliance matters.

and securities compliance matters.

Celine is controlled by Ms.

Celine Chen, who is the wife of Mr.

Hui Chen, the Company’s former CEO

and director.

A flat fee of $ 10,000

per month is charged for the ongoing public reports such as

Form 10-Qs, 10-Ks, Form 8-Ks and press releases.

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.

Hui Chen, the Company’s

former CEO and director.

A flat fee of $ 10,000 per

month is charged for the ongoing public reports such as Form 10-Qs, 10-Ks, Form 8-Ks and press releases.

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.

The Company recorded $ 80,000 and $ 100,000 of fees for the six months ended June 30,

2026 and 2025 respectively.

The amount due and recorded in due to Celine.

Which is included in accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 was $ 70,000 and

$ 10,000 , respectively.

6 — Commitments and Contingencies

33 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were 2,047,045

As of June 30, 2026 and December 31, 2025, there were 2,047,045

shares of common stock issued and outstanding, excluding 1,700,703 shares of common stock subject to possible redemption as of both dates.

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 March

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

30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

Schedule of Fair Value Hierarchy of Valuation Inputs

Cash and Investments held in Trust Account

and Investments held in Trust Account

Active Markets

Cash and Investments held in Trust Account

and Investments held in Trust Account

9 — Promissory Note – KM QUAD

7 unchanged sentences

Business Combination.

As of March 31, 2026 and December 31, 2025, $ 1,040,000 and $ 1,040,000 were outstanding under the KM QUAD Notes,

respectively.

As of June 30, 2026 and December 31, 2025, no amount and $ 1,040,000 were outstanding under the KM QUAD Notes, respectively.

On January 15, 2026, the Business Combination Agreement with KM QUAD was terminated.

As a result, the KM QUAD Notes became

due and payable in accordance with their terms.

Note 10 — Due to SKG

On March 6, 2026, in connection with the Business

Combination Agreement, SKG agreed to fund extension payments in an amount equal to $ 60,000 per monthly extension for six extensions commencing

on March 10, 2026 and ending on August 9, 2026.

As of March 31, 2026, $ 120,000 was due to SKG, representing two monthly extension fees

of $ 60,000 each.

As a result, the KM QUAD Notes became due and payable

in accordance with their terms.

April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding

principal balance of $ 1,040,000 .

This was recorded as gain on forgiveness of promissory notes in the consolidated statement of operations.

10 — Due to SKG

March 6, 2026, in connection with the Business Combination Agreement, SKG agreed to fund extension payments in an amount equal to $ 60,000

per monthly extension for six extensions commencing on March 10, 2026 and ending on August 9, 2026.

As of June 30, 2026, $ 300,000 was

due to SKG, representing five monthly extension fees of $ 60,000 each.

11 — Subsequent Events

2 unchanged sentences

adjustment to, or disclosure in, the accompanying financial statements.

On April 9, 2026, Yocto Investments LLC, the Company’s

sponsor, issued a promissory note to Smart Kreate Group Limited in the principal amount of up to $ 200,000 .

The note does not bear interest

and becomes due upon the occurrence of certain repayment or conversion trigger events, including the completion of the Company’s

initial business combination or the termination of discussions regarding a potential business combination without execution of a definitive

agreement within three months of the related letter of intent.

Upon completion of a business combination, the note will convert into securities

of the Company or the post-business combination surviving company at $ 3.00 per share;

otherwise, the note is repayable in cash by the

The payee has waived any claim to amounts held in the Company’s trust account.

No liability has been recorded by the Company

as of March 31, 2026 in connection with this note.

April 30, 2026, KM QUAD released and discharged the Company from all obligations under the KM QUAD Notes, including the outstanding principal

balance of $ 1,040,000 .

July 10, 2026 and August 10, 2026, an aggregate of $ 120,000

was deposited into the Trust Account for the benefit of the Company’s public stockholders.

The payment extended the period

within which the Company must consummate its initial business combination by two months, from July 10, 2026 to September 10,

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