What changed in this filing

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Item 1. Financial Statements

2026-02-20 compared with 2025-11-14 · 223 added, 201 removed, 298 unchanged (59% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current Assets

Other receivable

Advance – related party

Prepaid expenses

Total Current Assets

Prepaid expenses

Deferred offering costs

Investments held in Trust Account

Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Current Liabilities

5 unchanged sentences

Commitments and Contingencies – see Note 6

Ordinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $ 10.06 and $ 0 per share as of September 30, 2025 and March 31, 2025, respectively

Ordinary shares subject to possible redemption, $0.0001 par value, 8,280,000 shares at redemption value of $ 10.16 per share

Shareholders’ (Deficit) Equity

1 unchanged sentence

500,000,000 shares authorized;

3,126,650 shares and 2,898,000 shares issued and outstanding (1) as of September 30, 2025 and March 31, 2025, respectively (excluding 8,280,000 shares subject to possible redemption)

3,126,650 shares and outstanding (excluding 8,280,000 shares subject to possible redemption) (1)

Additional paid-in capital

1 unchanged sentence

Total Shareholders’ (Deficit) Equity

Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Total Liabilities, Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity

Ordinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

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QUANTUMSPHERE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF OPERATIONS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

Three Months Ended

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

General and administrative expenses

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Total other income

Net income (loss)

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

Basic and diluted net income per share, ordinary shares subject to possible redemption

Basic and diluted net income (loss) per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic and diluted net income per share, non-redeemable ordinary shares

Excludes an aggregate of up to 378,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

Basic and diluted net income (loss) per share, non-redeemable ordinary shares

Ordinary shares have been retroactively restated to reflect the first to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

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QUANTUMSPHERE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2025

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2025

Shareholders’

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Issuance of Private Placement Units

Issuance of Public Rights net of issuance costs

Issuance of Public Rights net of issuance costs of $ 102,558

Remeasurement of carrying value to redemption value

1 unchanged sentence

Balance September 30, 2025

FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION)

TO SEPTEMBER 30, 2024

Remeasurement

of carrying value to redemption value and accretion to addition paid-in capital to accumulated deficit

Balance December 31, 2025

FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION) TO DECEMBER 31, 2024

Ordinary Shares

3 unchanged sentences

Balance September 30, 2024

Balance December 31, 2024

As a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.

1 unchanged sentence

QUANTUMSPHERE ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

Six Months Ended

September 30,

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended

July 23, 2024

(Inception) to

September 30,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income to net cash used in operating activities:

4 unchanged sentences

Accounts payable and accrued expenses

cash used in operating activities

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investments held in Trust Account

cash used in investing activities

Net cash used in investing activities

Cash Flows from Financing Activities:

5 unchanged sentences

Proceeds from promissory note related party

Advance - related party

Payment of offering costs

cash provided by financing activities

Net cash provided by financing activities

Net Changes in Cash

Cash Beginning of period

- End of period

Cash End of period

Supplemental Disclosure of Non-cash Financing Activities:

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

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

For the period from July 23, 2024 (inception) through September 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”).

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

The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below).

The Company has selected March 31 as its fiscal year end.

As of December 31, 2025,

the Company had not commenced any operations.

For the period from July 23, 2024 (inception) through December 31, 2025, the

Company’s efforts have been limited to organizational activities as well as activities related to completing the initial

public offering (“IPO”).

Subsequent to the IPO, the Company’s efforts have focused on identifying a target company

for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of dividend and/or interest income from the

proceeds derived from the IPO and sale of Private Placement Units (as defined below).

The Company has selected March 31 as its

fiscal year end.

The Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company.

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Merger Agreement

On October 3, 2025, Quantumsphere Acquisition

Corporation (the “Company” or the “SPAC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),

by and among Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte.

Ltd., a Singapore exempted company

(“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“Pubco”) and wholly owned subsidiary of the Company,

and SACH Merge Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Pubco (“Merger Sub”).

In connection

with the proposed business combination described in the Merger Agreement, the Company caused the formation of Pubco and Merger Sub.

of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company in accordance with the terms of the Merger Agreement.

On October 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte.

Ltd., a Singapore exempted company (“SACH”), Pubco, and Merger Sub.

In connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction.

Each of Pubco and Merger Sub has been duly incorporated as a Cayman Islands exempted company.

On the terms and subject to the conditions of

the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC

Immediately prior to the Acquisition Merger (as defined below), HoldCo will become the direct parent of SACH.

thereafter, Merger Sub will merge with and into HoldCo, with HoldCo surviving as a wholly-owned subsidiary of Pubco (the “Acquisition

The SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement are collectively

referred to as the “Business Combination,” and as a result of the Business Combination, Pubco will continue as a Cayman Islands

exempted company, with HoldCo and SACH as its wholly-owned subsidiaries, and Pubco’s ordinary shares are expected to remain listed

on the Nasdaq Stock Market LLC.

Under the Merger Agreement, all of the issued

and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to

SACH shareholders.

The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure

described therein

The SPAC Merger, the Acquisition Merger and the

other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.” Upon

consummation of the Business Combination, the ownership and capitalization of Pubco will be as set forth in the Merger Agreement.

Under the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders.

The transaction values SACH at an equity value of approximately $300 million.

Upon completion of the Business Combination,

the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement,

and the existing shareholders of the Company (including the Sponsor) will retain their existing equity interests in Pubco following the

The final ownership percentages will depend on the level of redemptions by Quantumsphere’s public shareholders and

other transaction adjustments.

Settlement of the SPAC’s Operation and

Maintenance Fees

Under the Merger Agreement, SACH and HoldCo agreed

to advance certain operation and maintenance funding to the Sponsor in three loans (“Sponsor Loan”) totaling $ 1.0 million.

Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company (including the Sponsor) are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement.

The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments.

Settlement of the SPAC’s Operation and Maintenance Fees

Under the Merger Agreement, SACH and HoldCo agreed to advance certain operation and maintenance funding to the Sponsor in three loans consisting of Sponsor Loan I, Sponsor Loan II and Sponsor Loan III (collectively, the “Sponsor Loans”) totaling $ 1.0 million.

Each Sponsor Loan is documented by a promissory note issued by the Sponsor.

If SACH and HoldCo fails to fund any of these loans by the

applicable due date, such failure constitutes a material breach of the Merger Agreement.

In such event, the Parent has the sole discretion

to terminate the Merger Agreement and seek the applicable break-up fee.

The Sponsor may, in its sole discretion, repay

any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00 per share.

Sponsor Loan I and II were

fully funded in the amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Sponsor Loan III is expected

to be executed December 31, 2025.

If SACH and HoldCo fails to fund any of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement.

In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided

The Sponsor may, in its sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Founder Shares valued at $10.00 per share (referred to as “Sponsor Promote Shares” in Section 8.8(d) of the Merger Agreement).

Sponsor Loan I and II were fully funded in the amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Sponsor Loan III was fully funded in the amount of $ 500,000 on January 2, 2026.

Closing Conditions and Termination

The closing of the Business Combination is subject

to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the

availability of minimum cash proceeds following any redemptions of the Company’s public shares.

The Merger Agreement may be terminated

by either party under customary circumstances, including failure to consummate the transaction by July 31, 2026 or a material breach of

representations, warranties, or covenants.

The closing of the Business Combination is

subject to approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing

conditions and the availability of minimum cash proceeds following any redemptions of the Company’s public shares.

Agreement may be terminated by either party under customary circumstances, including failure to consummate the transaction by July

31, 2026 or a material breach of representations, warranties, or covenants.

The Merger Agreement does not provide for any automatic termination fee payable solely as a result of such termination.

Sponsor Support Agreement

Whiteowl Holdings LLC, the sponsor of the Company

(the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in

favor of the Merger Agreement and take certain other actions in support of the transaction.

Whiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”), entered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement and take certain other actions in support of the transaction.

Company Shareholder Support Agreement

Certain shareholders of SACH entered into a Company

Shareholder Support Agreement, dated October 3, 2025, pursuant to which they agreed, among other things, to vote all of their SACH shares

in favor of the Merger Agreement and the transactions contemplated thereby, to appear for purposes of establishing a quorum at any applicable

shareholder meetings, and to comply with specified transfer restrictions prior to the closing of the Business Combination.

The agreement

also contains customary covenants relating to non-transfer, non-solicitation, support of the Transaction Documents and cooperation in

connection with regulatory and shareholder approval processes.

Certain shareholders of SACH entered into a Company Shareholder Support Agreement, dated October 3, 2025, pursuant to which they agreed, among other things, to vote all of their SACH shares in favor of the Merger Agreement and the transactions contemplated thereby, to appear for purposes of establishing a quorum at any applicable shareholder meetings, and to comply with specified transfer restrictions prior to the closing of the Business Combination.

The agreement also contains customary covenants relating to non-transfer, non-solicitation, support of the Transaction Documents and cooperation in connection with regulatory and shareholder approval processes.

Lock-Up Agreements

Pubco, the Sponsor, certain HoldCo shareholders,

and other key holders entered into Lock-Up Agreements restricting the transfer of certain Pubco ordinary shares for specified periods

following the closing of the Business Combination.

Upon consummation of the Business

Combination, Pubco, the Sponsor, certain HoldCo shareholders, and other key holders entered into Lock-Up Agreements restricting the

transfer of certain Pubco ordinary shares for specified periods following the closing of the Business Combination.

Registration Rights Agreement

Pubco, the Sponsor, and certain investors entered

into a Registration Rights Agreement providing such investors with customary demand and piggyback registration rights with respect to

Pubco ordinary shares received in the Business Combination.

Settlement of the

SPAC’s Operation and Maintenance Fees

Under the Merger Agreement,

SACH and HoldCo agreed to advance certain operation and maintenance funding to the Sponsor in three loans (“Sponsor Loan”)

totaling $ 1.0 million.

Each Sponsor Loan is documented by a promissory note issued by the Sponsor.

If SACH and HoldCo fail to fund any

of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement.

In such event, the Parent

has the sole discretion to terminate the Merger Agreement and seek the applicable break-up fee.

The Sponsor may, in its

sole discretion, repay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Sponsor Promote Shares valued at $10.00

Sponsor Loan I and II were fully funded in the

amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

Sponsor Loan III is expected to be executed by December 31,

Upon consummation of the Business

Combination, Pubco, the Sponsor, and certain investors entered into a Registration Rights Agreement providing such investors with

customary demand and piggyback registration rights with respect to Pubco ordinary shares received in the Business Combination.

Going Concern Consideration

As of June 30, 2025, the Company had $ 444,818 of cash and a working capital of $ 539,658 .

As of December 31, 2025, the Company had $ 281,173 of cash and a working capital of $ 215,060 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

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Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed financial

statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by the U.S.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Accordingly, they do not include all of the information and

footnotes required by the U.S.

In the opinion of management, the unaudited condensed financial statements reflect all

adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the

periods presented.

They should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on August 14, 2025.

The interim results for the three months and six months ended September 30, 2025 are not necessarily indicative of the results that may be expected through March 31, 2026 or for any future periods.

The interim results for the three months and nine months ended December 31, 2025 are not necessarily indicative of the results that

may be expected through March 31, 2026 or for any future periods.

Emerging Growth Company Status

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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 $ 444,818 and $ 64,357 in cash and none in cash equivalents as of September 30, 2025 and March 31, 2025, respectively.

The Company had $ 281,173 and $ 64,357 in cash and none in cash equivalents as of December 31, 2025 and March 31, 2025, respectively.

Investments Held in Trust Account

As of December 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 input utilizing quoted prices (unadjusted) in active markets for identical assets.

Concentration of Credit Risk

3 unchanged sentences

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurement,” 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.

Offering Costs

1 unchanged sentence

Total offering costs were $ 4,459,070 consisting principally of $ 3,898,500 underwriting fees and $ 560,570 legal and other expenses that were directly related to the IPO.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ equity, based on the classification of underlying financial instruments, upon the completion of the IPO.

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights were charged to shareholders’ equity, based on the classification of underlying financial instruments, upon the completion of the IPO.

Ordinary Shares Subject to Possible Redemption

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The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of September 30, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 30, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of December 31, 2025, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

3 unchanged sentences

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption September 30, 2025

Net Loss Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 378,000 shares of ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Notes 5).

As of September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company.

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

The net loss per share presented in the unaudited condensed consolidated statements of operations is based on the following:

Ordinary shares subject to possible

redemption – September 30, 2025

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption December 31, 2025

Net Income (Loss) Per Ordinary Share

Net income (loss) per ordinary share is computed

by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding during the period, excluding

shares of ordinary shares subject to forfeiture.

Weighted average shares include of an aggregate of 378,000

ordinary shares that are no longer subject to forfeiture as a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on

August 7, 2025.

For the nine months ended December 31, 2025 and for the period from July 23, 2024 (inception) to December 31, 2024, the Company did not have any dilutive securities and other

contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the

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

The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following:

Schedule of net loss per share

Three Months Ended September 30,

Three Months Ended December 31,

Nine Months Ended

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

Net income (loss)

Three Months Ended

September 30,

Three Months Ended

Non-redeemable

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted

weighted average shares outstanding (1)

Basic and diluted net income (loss) per ordinary share

Nine Months Ended

For the Period

1 unchanged sentence

(Inception) to

September 30,

Non-redeemable

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

September 30,

Non-redeemable

and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Allocation of income (loss)

and diluted weighted average shares outstanding (1)

and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

shares have been retroactively restated to reflect the first amendment to the Subscription

Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000

to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares

subject to forfeiture if the over-allotment option is not exercised in full or in part by

the underwriters (see Note 5 ).

a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares

were subject to forfeiture.

Rights Accounting

2 unchanged sentences

This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.

For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations.

As the rights to be issued upon the closing of the IPO and sale of Private Placement Units meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

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

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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 September 30, 2025.

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

2 unchanged sentences

Consequently, income taxes are not reflected in the Company’s financial statements.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU No.

2023-07 as of March 31, 2025.

In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company adopted ASU 2023-09 as of March 31, 2025 and there was no significant impact.

Accounting Pronouncements

In January 2025, the FASB issued ASU 2025-01, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued ASU 2024-03

on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of ASU 2024-03, the

FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31

(referred to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar year-end entity

may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period,

rather than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public

business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15,

2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

21 unchanged sentences

The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination.

Advance — Related Party

Prior to the closing of the IPO, the Company provided

$ 165,000 to the Sponsor for the purchase of a two-year Directors and Officers Liability policy with a total premium of $ 145,000 and a

vendor retainer payment of $ 20,000 which was paid during the quarter ended September 30, 2025.

The total insurance premium of $ 145,000

was paid after September 30, 2025.

Advances — Related Party

Prior to the closing of the IPO, the Company advanced $ 165,000 to the Sponsor for the purchase of a two-year Directors and Officers Liability policy with a total premium of $ 145,000 and a vendor retainer payment of $ 20,000 .

The $ 20,000 vendor retainer was paid during the quarter ended September 30, 2025, and the remaining $ 145,000 insurance premium was paid subsequent to September 30, 2025.

Promissory Note — Related Party

On March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company an aggregate amount of $ 200,000 and $ 500,000 , respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”).

On March 9, 2025 and July 22, 2025,

the Sponsor agreed to loan the Company an aggregate amount of $ 200,000 and

respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”).

The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO.

The outstanding loan balance of $ 210,000 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.

As of September 30, 2025 and March 31, 2025, the Company had $ 0 and $ 200,000 outstanding loan balance under the Promissory Notes, respectively.

The outstanding loan

balance of $ 210,000 was

repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025.

Promissory Notes have been retired and are no longer available for further drawdowns.

As of December 31, 2025 and March 31,

2025, the Company had $ 0

and $ 200,000

outstanding loan balance under the Promissory Notes, respectively.

Administrative Services Agreement

The Company entered into an Administrative

Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the

initial public offering through the earlier of the consummation by the Company of an initial business combination or the

Company’s liquidation, to pay the Sponsor a total of $ 15,000

per month for office space and administrative and support services.

The Company incurred and paid $ 30,000 for each of the three and nine months ended September 30, 2025.

The Company did not incur any administrative

fees during fiscal year ended March 31, 2025.

The Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 15,000 per month for office space and administrative and support services.

The Company incurred and paid $ 45,000 for the three months ended December 31, 2025 and $ 75,000 for the nine months ended December 31, 2025.

The Company did not incur any administrative fees during fiscal year ended March 31, 2025.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Private Placement Units.

As of September 30, 2025 and March 31, 2025, the Company had no borrowings under the Working Capital Loans.

As of December 31, 2025 and March 31, 2025, the Company had no borrowings under the Working Capital Loans.

Note 6 — Commitments and Contingencies

16 unchanged sentences

Underwriting Agreement

The Company has granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,080,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The Company had granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,080,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriter fully excised its over-allotment option on August 7, 2025.

The underwriter is entitled to a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $ 586,500 including the full excise of over-allotment option by the underwriter.

The underwriters were paid a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $ 586,500 including the full excise of over-allotment option by the underwriter.

In addition, the underwriter is entitled to a deferred fee of 4.0% of the gross proceeds of the IPO, or $ 3,312,000 , which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.

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securities laws, and is not acting as a broker-dealer in connection with the transaction .

As of September 30, 2025, the retainer fee of $ 300,000 had been paid in full, and there was no outstanding balance.

Note 7 — Shareholder’s Deficit

Ordinary shares — The Company is authorized to issue up to 500,000,000 ordinary shares, par value $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law.

Upon the Company’s initial capitalization, the Sponsor subscribed for 2,875,000 ordinary shares of the Company.

On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of 2,415,000 ordinary shares for an aggregated consideration of $ 25,000 , or approximately $0.0104 per ordinary share.

As a result, the Sponsor surrendered 460,000 ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and, as of that date, held the balance of 2,415,000 ordinary shares.

On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000 .

At September 30, 2025 and March 31, 2025, there were 3,126,650 and 2,898,000 (retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding, respectively.

As of December 31, 2025, the retainer fee of $ 300,000 had been paid in full, and there was no outstanding balance.

Note 7 — Shareholders’ Deficit

Ordinary shares — The

Company is authorized to issue up to 500,000,000

ordinary shares, par value $ 0.0001

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the

shareholders, except as required by law.

Upon the Company’s initial capitalization, the Sponsor subscribed for 2,875,000

ordinary shares of the Company.

On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the

purchase of 2,415,000

ordinary shares for an aggregated consideration of $ 25,000 ,

or approximately $0.0104 per ordinary share.

As a result, the Sponsor surrendered 460,000

ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and, as of that date, held the balance

ordinary shares.

On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement,

pursuant to which the number of founder shares was increased to 2,898,000 .

At December 31, 2025 and March 31, 2025, there were 3,126,650

(including the purchase of 228,650 Private Units) and 2,898,000

(retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding,

respectively.

Rights — Each holder of a right will receive one-seventh (1/7) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

7 unchanged sentences

Accordingly, the rights may expire worthless.

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

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

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

Schedule of fair value hierarchy of the valuation

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Investments held in Trust Account

Note 9 — Segment Information

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Three Months Ended

September 30,

Three Months Ended

Nine Months Ended

July 23, 2024

(Inception) to

September 30,

Six Months Ended

September 30,

General and administrative expenses

Interest earned on investments held in Trust Account

The key measure of segment profit or loss reviewed by our CODM is formation and operating costs.

The key measure of segment profit or loss reviewed by our CODM is general and administrative expenses.

Formation and operating costs include accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses, and are reviewed in aggregate to ensure alignment with budget and contractual obligations.

1 unchanged sentence

Note 10 — Subsequent Events

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date through the date the financial statements were issued.

Based on its review,

management did not identify any subsequent events, other than the Sponsor Loan fundings described below and the Merger Agreement and

related agreements discussed in Note 1, that would require adjustment to, or additional disclosure of, the accompanying financial

On Sponsor Loan I and

II were fully funded in the amount of $ 250,000 each time on October 9, 2025 and October 17, 2025, respectively.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued.

Based on its review, management did not identify any subsequent events, other than the Sponsor Loan fundings described below, that would require adjustment to, or additional disclosure of, the accompanying financial statements.

Sponsor Loan III was fully funded in the amount

on January 2, 2026.

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