What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-14 · 190 added, 178 removed, 496 unchanged (43% of the section changed)

Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024

Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and for the Period from March 8, 2024(inception) through March 31, 2024

Notes to Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets

Unaudited Condensed Consolidated Statements of Operations

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit

Unaudited Condensed Consolidated Statements of Cash Flows

Notes to Unaudited Condensed Consolidated Financial Statements

RISING DRAGON ACQUISITION

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Commitments and contingencies (Note 7)

Ordinary shares subject to possible redemption, 5,750,000 and 5,750,000 shares issued and outstanding at redemption value of $ 10.25 and $ 10.14 as of March 31, 2025 and December 31, 2024, respectively

Ordinary shares subject to possible redemption, 5,750,000 and 5,750,000 shares issued and outstanding at redemption value of $ 10.35 and $ 10.14 as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit:

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55,000,000 shares authorized;

1,749,375 shares issued and outstanding as of March 31, 2025 and December 31, 2024 (excluding 5,750,000 and 5,750,000 shares subject to possible redemption), respectively

1,749,375 shares issued and outstanding as of June 30, 2025 and December 31, 2024 (excluding 5,750,000 and 5,750,000 shares subject to possible redemption), respectively

Accumulated deficit

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The accompanying notes are an integral part of

these condensed consolidated financial statements.

RISING DRAGON ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

Formation and operating costs

$ ( 209,466 )

$ ( 352,756 )

Other income:

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NET INCOME (LOSS)

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

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

Basic and diluted weighted average shares outstanding, ordinary shares not subject to possible redemption

Basic and diluted net loss per ordinary shares not subject to possible redemption

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

Basic and diluted net income per share, common stock subject to possible redemption

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

Basic and diluted net loss per share, common stock not subject to possible redemption

The accompanying notes are an integral part of

these condensed consolidated financial statements.

RISING DRAGON ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

Three Months Ended March 31, 2025

these unaudited condensed consolidated financial statements.

RISING DRAGON ACQUISITION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

Three and Six Months Ended June 30, 2025

Ordinary shares

shareholders’

January 1, 2025

Balance as of January 1, 2025

$ ( 1,435,746 )

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$ ( 1,578,861 )

Period from March 8, 2024 (inception) through March

Subsequent remeasurement of ordinary shares subject to redemption

Balance as of June 30, 2025

$ ( 1,788,502 )

$ ( 1,788,327 )

Period from March 8, 2024 (inception) through June

Ordinary shares

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Balance as of March 31, 2024

The accompanying notes are an integral part of

these condensed consolidated financial statements.

Balance as of June 30, 2024

The accompanying

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

RISING DRAGON ACQUISITION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

2024 (inception)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Cash flows from operating activities:

Net income (loss)

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

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

Interest income earned in cash and investments held in Trust Account

( 1,205,604 )

Change in operating assets and liabilities

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Deferred offering costs paid by a related party

Accrued deferred offering costs

Capital contribution paid by a related party

The accompanying notes are an integral part of

these condensed consolidated financial statements.

The accompanying

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

RISING DRAGON ACQUISITION

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(the “Company”)

is a newly organized blank check company incorporated on March 8, 2024 , under the laws of the Cayman Islands for the purpose of acquiring,

engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into

contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business

Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business

is a blank check company incorporated on March 8, 2024 , under the laws of the Cayman Islands for the purpose of acquiring, engaging

in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual

arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early-stage company and emerging

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

As of March 31, 2025, the Company had not yet

commenced any operations.

All activities through March 31, 2025 relate to the Company’s formation and the initial public offering

(the “Initial Public Offering”).

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 interest income from the proceeds derived

from the Initial Public Offering.

As of June 30, 2025, the Company had not yet commenced

any operations.

All activities through June 30, 2025 relate to the Company’s formation, the initial public offering (the “Initial

Public Offering”) and the evaluation of Business Combination candidates.

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 interest

income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s

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The Company will only complete a Business Combination if the post-Business Combination company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the

target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

(the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, management has agreed that at least $ 10.05 per Unit, including the proceeds of the

sale of the Private Units will be held in a trust account (“Trust Account”) and invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any

open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Upon the closing of the Initial Public Offering, management has agreed that at least $ 10.05 per Unit, including the proceeds of

the sale of the Private Units will be held in a trust account (“Trust Account”) and invested in U.S.

government securities,

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or

in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

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Going Concern Consideration

As of March 31, 2025, the Company had cash of

$ 270,259 and a working capital of $ 289,889 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied

through the net proceeds from the IPO and the Private Placement.

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.

As of June 30, 2025, the Company had cash of $ 83,406 and

a working capital of $ 80,423 .

Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the

net proceeds from the IPO and the Private Placement.

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.

The Company will have until 15 months (or up to

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of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern ,” management has determined that if the Company is unsuccessful

in consummating an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that

the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability

to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

about an Entity’s Ability to Continue as a Going Concern , management has determined that if the Company is unsuccessful in consummating

an initial business combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease

all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue

as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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These accompanying

condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S.

GAAP”) for interim financial statements and Article 8 of Regulation S-X.

They do not include all

of the information and notes required by U.S.

unaudited condensed consolidated financial statements have been prepared in accordance with

accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial statements and

Article 8 of Regulation S-X.

They do not include all of the information and notes required by U.S.

GAAP for complete financial statements.

The condensed consolidated financial statements

should be read in conjunction with the Company’s financial statements and notes thereto for the period from March 8, 2024 (Inception)

to December 31, 2024 included in the Company’s Form 10-K filed with the SEC on March 26, 2025.

Certain information or footnote disclosures

normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules

and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary

for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying

condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for

a fair presentation of the financial position, operating results and cash flows for the periods presented.

The unaudited condensed consolidated financial statements should be read in conjunction

with the Company’s financial statements and notes thereto for the period from March 8, 2024 (Inception) to December 31, 2024 included

in the Company’s Form 10-K filed with the SEC on March 26, 2025.

Certain information or footnote disclosures normally included in

financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted, pursuant to the rules and regulations of the

SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation

of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed

consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation

of the financial position, operating results and cash flows for the periods presented.

● Principles of consolidation

The condensed consolidated financial statements

include the condensed financial statements of the Company and its subsidiaries.

All significant intercompany transactions and balances

between the Company and its subsidiaries are eliminated upon consolidation.

The unaudited condensed consolidated financial

statements include the unaudited condensed financial statements of the Company and its subsidiaries.

All significant intercompany transactions

and balances between the Company and its subsidiaries are eliminated upon consolidation.

A subsidiary is the entity in which the Company,

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to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

The accompanying condensed consolidated financial

statements reflect the activities of the Company and each of the following entities:

The accompanying unaudited condensed consolidated

financial statements reflect the activities of the Company and each of the following entities:

Name Background Ownership

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This may make comparison

of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

● Use of estimates

In preparing these condensed consolidated financial

statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported expenses

during the reporting period.

In preparing these unaudited condensed consolidated

financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements

and the reported expenses during the reporting period.

Making estimates requires management to exercise

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It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, actual results may differ from these estimates.

that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, actual results may differ from these

● Cash and cash equivalents

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The company had $ 83,406 and $ 392,679 in

cash as of March 31, 2025 and December 31, 2024, respectively.

The Company did not have any cash equivalents as of March 31, 2025 and

December 31, 2024.

cash as of June 30, 2025 and December 31, 2024, respectively.

The Company did not have any cash equivalents as of June 30, 2025 and December

● Investment held in Trust Account

At March 31, 2025 and December 31, 2024, substantially

At June 30, 2025 and December 31, 2024, substantially

all of the assets held in the Trust Account were held in cash.

This is presented on the condensed consolidated balance sheet at fair value

at the end of each reporting period.

Earnings on these cash funds are included in interest income in the accompanying condensed consolidated

statements of operations.

This is presented on the unaudited condensed consolidated balance sheets

at fair value at the end of each reporting period.

Earnings on these cash funds are included in interest income in the accompanying unaudited

condensed consolidated statements of operations.

The fair value is determined using quoted market prices in active markets.

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the provisions of ASC Topic 740, Income Taxes (“ASC 740”).

Under this method, deferred tax assets

and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial

statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are

measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statements

carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured

using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that includes the enactment date.

ASC 740 prescribes a comprehensive model for how

companies should recognize, measure, present, and disclose in the condensed consolidated financial statements uncertain tax positions

taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the condensed consolidated

financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

The Company’s

management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and

penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

The Company is currently not aware of any issues under

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

companies should recognize, measure, present, and disclose in the unaudited condensed consolidated financial statements uncertain tax

positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the unaudited

condensed consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized

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

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 may be subject to potential examination

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and considered to be outside of the Company’s control.

Accordingly, as of March 31, 2025 and December 31, 2024, 5,750,000 and 5,750,000

ordinary shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of

the Company’s condensed consolidated balance sheets.

Accordingly, as of June 30, 2025 and December 31, 2024, 5,750,000 and 5,750,000 ordinary

shares subject to possible redemption, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s

unaudited condensed consolidated balance sheets.

● Rights accounting

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The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive

agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive

in the transaction on an as-converted into ordinary share basis.

the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the

definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares

will receive in the transaction on an as-converted into ordinary share basis.

The Company will not issue fractional shares in

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ASC 480 and ASC 815 Derivatives and Hedging (“ASC 815”).

The assessment considers whether the rights

are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights

meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s

own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

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.

The assessment considers whether the rights are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of

the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary

shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

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

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Changes in the estimated fair value of the

rights are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.

rights are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations.

As the rights issued upon the IPO and private

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● Net income (loss) per share

calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” In order to

determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the

undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed

income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income

(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

remeasurement of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends

paid to the public stockholders.

Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share

as the redemption value approximates fair value.

income (loss) per share presented in the condensed consolidated statements of operations

is based on the following:

THREE MONTHS ENDED MARCH 31,

calculates net income (loss) per share in accordance with ASC Topic 260, Earnings per Share.

In order to determine the

net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed

income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss)

is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income (loss) ratably

based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement

of the accretion to the redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to

the public stockholders.

Accretion associated with the redeemable shares of ordinary share is excluded from earnings per share as the

redemption value approximates fair value.

income (loss) per share presented in the unaudited condensed consolidated statements of income

(loss) is based on the following:

SIX MONTHS ENDED

(INCEPTION) TO

Ordinary Shares

JUNE 30, 2024

Non-Redeemable

Ordinary Shares

Non-Redeemable

Ordinary Shares

Basic and diluted net income (loss) per share:

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Total allocation to redeemable and non-redeemable ordinary shares

$ ( 139,375 )

Denominators:

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Basic and diluted net income (loss) per share

THREE MONTHS ENDED

JUNE 30, 2024

Non-Redeemable

Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary shares

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

● Related parties

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The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurement ,” approximates the

carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature.

liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement , approximates the carrying amounts

represented in the accompanying unaudited condensed consolidated balance sheets, primarily due to their short-term nature.

The Company applies ASC 820, which establishes

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The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2025 and December 31,

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2025 and December 31,

2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed

consolidated financial statements.

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited

condensed consolidated financial statements.

INITIAL PUBLIC OFFERING

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generating gross proceeds of $ 2,543,750 to the Company.

Related Party

As of March 31, 2025 and December 31, 2024, the

Due to Related Party

As of June 30, 2025 and December 31, 2024, the

Company had a temporary advance of $ 2,870 and $ 0 from the Sponsor, respectively.

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shares, at par value of $ 0.0001 .

As of March 31, 2025 and December 31, 2024, no Preference Shares were issued and outstanding.

As of June 30, 2025 and December 31, 2024, no Preference Shares were issued and outstanding.

Ordinary shares

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Holders of the Company’s ordinary shares are entitled to one vote for each share.

As of March 31, 2025 and December 31, 2024, there

As of June 30, 2025 and December 31, 2024, there

were 1,749,375 and 1,749,375 ordinary shares issued and outstanding and excluding 5,750,000 and 5,750,000 ordinary

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except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

SEGMENT INFOMRATION

SEGMENT INFORMATION

ASC Topic 280, Segment Reporting , establishes

standards for companies to report in their condensed consolidated financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,

in deciding how to allocate resources and assess performance.

standards for companies to report in their unaudited condensed consolidated financial statements information about operating segments,

products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”),

or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as

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and making key decisions regarding resource allocation, the CODM reviews several key metrics, which includes formation and operating costs

and interest and dividend earned on investments held in Trust Account which are included in the accompanying condensed consolidated statements

of operations.

and interest and dividend earned on investments held in Trust Account which are included in the accompanying unaudited condensed consolidated

statements of operations.

The key measures of segment profit or loss reviewed

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SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were available to be issued.

Other than as described in these condensed consolidated financial statements, the Company did not identify any subsequent events that

would have required adjustment or disclosure in the condensed consolidated financial statements.

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that

occur after the unaudited condensed consolidated balance sheet date, the Company has evaluated all events or transactions that occurred

after the unaudited condensed consolidated balance sheet date.On August 11, 2025 the Company issued an unsecured promissory note in an

amount of $ 50,000 to the Sponsor for working capital.

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