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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-31 · 749 added, 1042 removed, 560 unchanged (76% of the section changed)

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Over Financial Reporting

This Annual Report on Form

10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts

and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect

on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, management determined that we maintained effective internal control over

financial reporting as of December 31, 2025.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in

our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the

most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial

There was no change in our

internal control over financial reporting that occurred during the fiscal quarter of 2025 covered by this Annual Report on Form 10-K that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Trading Arrangements

No director or officer of

the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended

to satisfy the affirmative defense conditions of Rule 10b5-1(c);

or any “non-Rule 10b5-1 trading arrangement” as defined in

paragraph (c) of Item 408 of Regulation S-K.

No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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Marsha Kutkevitch

Kanat Mynzhanov

serves as our Chairman of the Board and Chief Executive Officer.

Mynzhanov was the Chief Executive Officer and director of Oxus

Acquisition Corp., a black check company, from its inception in February 2021 until its merger with Borealis Foods Inc., a food tech

company with a mission to address growing consumer needs and global food security challenges, in February 2024.

has served as a member of the board of directors of Borealis Foods Inc.

Kanat Mynzhanov serves

as our Chairman of the Board and Chief Executive Officer.

Mynzhanov was the Chief Executive Officer and director of Oxus Acquisition

Corp., a black check company, from its inception in February 2021 until its merger with Borealis Foods Inc., a food tech company with

a mission to address growing consumer needs and global food security challenges, in February 2024.

Mynzhanov has served as a member

of the board of directors of Borealis Foods Inc.

BRLS) since February 2024.

was the founder and Chief Investment Officer of Bellprescot Asset Management, an asset management firm and Bellprescot Prime Fund, a hedge

fund, with a focus of investments in technology driven public companies, including internet of things and cloud, autonomous driving, artificial

intelligence, machine learning, semiconductors, cybersecurity and robotics, since September 2016 to June 2020.

Mynzhanov was the founder and Chief Investment

Officer of Bellprescot Asset Management, an asset management firm and Bellprescot Prime Fund, a hedge fund, with a focus of investments

in technology driven public companies, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning,

semiconductors, cybersecurity and robotics, since September 2016 to June 2020.

Since 2018, Mr.

advised on several private equity deals in fintech (payments, remittances and alternative financing), mobility (including EV battery metals

and EV battery technology) and structured products, including tokenization and syndicated co-lending.

Prior to founding the hedge fund,

Mynzhanov served as the head of investments at Kazatomprom-Damu, a subsidiary of NAC Kazatomprom JSC, the world’s largest

uranium producer, which fuels carbon-free electricity generation at nuclear power facilities around the globe, where he spearheaded

mergers and acquisitions, joint ventures, and business development initiatives within the metals and mining, rare metals, and alternative

energy sectors.

Mynzhanov’s career with NAC Kazatomprom JSC began in March 2014, where he oversaw various projects

and forged valuable relationships with key industry players.

Mynzhanov advised on several private equity

deals in fintech (payments, remittances and alternative financing), mobility (including EV battery metals and EV battery technology) and

structured products, including tokenization and syndicated co-lending.

Prior to founding the hedge fund, Mr.

Mynzhanov served as the head

of investments at Kazatomprom-Damu, a subsidiary of NAC Kazatomprom JSC, the world’s largest uranium producer, which fuels carbon-free

electricity generation at nuclear power facilities around the globe, where he spearheaded mergers and acquisitions, joint ventures, and

business development initiatives within the metals and mining, rare metals, and alternative energy sectors.

Mynzhanov’s career

with NAC Kazatomprom JSC began in March 2014, where he oversaw various projects and forged valuable relationships with key industry players.

From March 2011 to March 2014, Mr.

Mynzhanov’s experience

included leadership roles in the crude oil maritime transportation sector and consulting for firms seeking capital and business development

Mynzhanov holds a Master of Science from University of Westminster.

Mynzhanov’s experience included leadership roles in the crude oil maritime transportation sector

and consulting for firms seeking capital and business development solutions.

Mynzhanov holds a Master of Science from University of

We believe Mr.

Mynzhanov is qualified to

serve as a member of our Board because of his investment expertise, prior SPAC experience, and cross-border transaction experience.

Mynzhanov is qualified to serve as a member of our Board because of his investment expertise, prior SPAC experience,

and cross-border transaction experience.

Askar Mametov serves

as our Chief Financial Officer and a director.

Mametov served as Oxus’ Chief Financial Officer from Oxus’ inception

in February 2021 until the completion of its initial business combination with Borealis in February 2024.

over 15 years of executive experience in mining, oil and gas, infrastructure and transportation industries with a thorough understanding

of financial reporting (US GAAP and IFRS), taxation and accounting, financial planning and analysis.

Mametov has served as the

Director of Kaznedraproject LLP, a private Kazkh oil and gas exploration company, since July 2019.

Mametov served as Oxus’ Chief Financial Officer from Oxus’ inception in

February 2021 until the completion of its initial business combination with Borealis in February 2024.

Mametov has over 15 years of

executive experience in mining, oil and gas, infrastructure and transportation industries with a thorough understanding of financial reporting

(US GAAP and IFRS), taxation and accounting, financial planning and analysis.

Mametov has served as the Director of Kaznedraproject

LLP, a private Kazkh oil and gas exploration company, since July 2019.

Previously, Mr.

Mametov served

as chief financial officer of KM Gold Inc., a public Kazakh gold mining company (KASE:

Mametov served as chief financial officer of KM

Gold Inc., a public Kazakh gold mining company (KASE:

KMGD) from August 2016 until October 2019.

He led the process of public listing of the company on Kazakhstan Stock Exchange in 2016.

He led the process of public listing

of the company on Kazakhstan Stock Exchange in 2016.

Prior to that, Mr.

Mametov served as financial

controller of Sequa Petroleum Kazakhstan, a subsidiary of Sequa Petroleum, an oil and gas company, listed on Euronext Access (EPA:

from January 2014 to July 2016.

From 2007 to 2014, Mr.

Mametov served as financial controller of Sequa Petroleum Kazakhstan,

a subsidiary of Sequa Petroleum, an oil and gas company, listed on Euronext Access (EPA:

MLSEQ) from January 2014 to July 2016.

Mametov served in multiple roles at Caspian Services Inc.

CSSV), including management reporting, US GAAP financial reporting, as well as IFRS financial reporting for Kazakhstani Stock Exchange

Mametov worked at Beeline Kazakhstan, a subsidiary of VEON (Nasdaq:

CSSV), including management reporting, US GAAP financial

reporting, as well as IFRS financial reporting for Kazakhstani Stock Exchange (KASE:

Mametov worked at Beeline

Kazakhstan, a subsidiary of VEON (NASDAQ:

VEON) (formerly Vympelcom).

From 2005 to 2007, Mr.

Mametov served as financial reporting specialist and consortium accountant in PetroKazakhstan Inc.

a Canadian oil company.

Mametov is a member of IMA (Institute of Management Accountants) and since 2014, has served as the President

of Kazakhstan Chapter of IMA.

Mametov served as financial reporting specialist

and consortium accountant in PetroKazakhstan Inc.

PKZ), a Canadian oil company.

Mametov is a member of IMA (Institute of Management

Accountants) and since 2014, has served as the President of Kazakhstan Chapter of IMA.

Mametov earned a B.S.

in Accounting and MBA in Financial Reporting from KIMEP University.

in Accounting and MBA

in Financial Reporting from KIMEP University.

We believe Mr.

Mametov is qualified to serve as a member of our Board because of his financial expertise, prior SPAC experience,

and cross-border transaction experience.

Mametov is qualified to serve as a member of our Board because of his financial

expertise, prior SPAC experience, and cross-border transaction experience.

Christophe Charlier

serves on our board of directors.

Charlier has served as one of Oxus’ independent directors from September 2021 until the

completion of its initial business combination with Borealis in February 2024.

Charlier is an international financier with

over 25 years of experience in investment banking, private equity and international management.

Throughout his career he has acted

as principal or advised on a number of landmark transactions in the telecom, financial services, natural resources and sports and entertainment

industries across developed and emerging markets.

He has served as an independent director of La Française de l’Energie,

a French clean energy production company, since April 2016 and chairman of Pure Grass Films, a UK-based film and TV series production

company, since 2012.

He served as a co-Chairman of Agri-Fintech Holdings, Inc.

(f/k/a Tingo Inc.) (“Agri-Fintech”),

an African fintech company, from September 2021 to April 2023.

Charlier served as chairman of the board of directors

of Renaissance Capital, a leading investment bank focused on emerging and frontier markets, from April 2017 to March 2020.

Chairman, Mr.

Charlier coordinated the work of Renaissance Capital’s board of directors and oversaw strategic development,

the global brand, and relationships with key clients and stakeholders globally.

Charlier has served as one of Oxus’ independent directors from September 2021 until the completion

of its initial business combination with Borealis in February 2024.

Charlier is an international financier with over 25 years of experience

in investment banking, private equity and international management.

Throughout his career he has acted as principal or advised on a number

of landmark transactions in the telecom, financial services, natural resources and sports and entertainment industries across developed

and emerging markets.

He is Chairman and CEO of LaFayette Acquisition Corp., a special purpose acquisition company which listed on NASDAQ

in October 2025.

He has served as an independent director of La Française de l’Energie, a French clean energy production

company, since April 2016 and chairman of Pure Grass Films, a UK-based film and TV series production company, since 2012.

a co-Chairman of Agri-Fintech Holdings, Inc.

(f/k/a Tingo Inc.) (“Agri-Fintech”), an African fintech company, from September

2021 to April 2023.

Charlier served as chairman of the board of directors of Renaissance Capital, a leading investment bank focused

on emerging and frontier markets, from April 2017 to March 2020.

As Chairman, Mr.

Charlier coordinated the work of Renaissance Capital’s

board of directors and oversaw strategic development, the global brand, and relationships with key clients and stakeholders globally.

Previously, Mr.

Charlier served as deputy CEO of

Onexim Group, a leading private equity fund based in Moscow, from September 2008 to June 2014.

In this capacity, he served on

the boards of directors of several of Russia’s largest companies including RusAl, Polyus Gold, Quadra-Power Generation, and

Charlier served as deputy CEO of Onexim Group, a leading private equity fund based in Moscow, from September 2008 to June

In this capacity, he served on the boards of directors of several of Russia’s largest companies including RusAl, Polyus Gold,

Quadra-Power Generation, and RBC.

He also acted as chairman of the NBA’s Brooklyn Nets franchise from 2010 to 2014.

Prior to that, from February 2002

to March 2004, Mr.

Charlier was director of strategic development of Norilsk Nickel, leading its acquisition of strategic stakes

in Stillwater Mining Company and Gold Fields.

He started his investment banking career in 1995 at JPMorgan in the M&A Group in New York.

Prior to that,

from February 2002 to March 2004, Mr.

Charlier was director of strategic development of Norilsk Nickel, leading its acquisition of strategic

stakes in Stillwater Mining Company and Gold Fields.

He started his investment banking career in 1995 at JPMorgan in the M&A Group

Charlier graduated cum laude in Finance from the Wharton School and in International Relations from the College of Arts

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We believe that Mr.

Charlier is qualified to serve as a member of our Board because

of his extensive executive financial experience across a number of industries.

Charlier is qualified to serve as a member of our Board

because of his extensive executive financial experience across a number of industries.

On April 24, 2023, Mr.

resigned as a director (including as co-Chairman) of Agri-Fintech.

In his resignation letter, a copy of which was filed by Agri-Fintech as

an exhibit to the current report on Form 8-K it filed to report his resignation, Mr.

Charlier expressed concerns regarding

the company’s corporate governance practices and management, and indicated that he would not be in a position to approve the company’s

Annual Report on Form 10-K for the year ended December 31, 2022.

In his resignation letter, a copy of which was filed by Agri-Fintech

as an exhibit to the current report on Form 8-K it filed to report his resignation, Mr.

Charlier expressed concerns regarding the company’s

corporate governance practices and management, and indicated that he would not be in a position to approve the company’s Annual

Report on Form 10-K for the year ended December 31, 2022.

In October 2023, Mr.

Charlier filed a lawsuit

against Agri-Fintech and its Chief Executive Officer alleging, among other things, fraud and breach of contract for failing to pay

Charlier cash and equity compensation owed to him for his prior service as a director.

In December 2023 the SEC filed a

complaint against Agri-Fintech, its Chief Executive Officer and certain affiliated entities and obtained a temporary asset freeze and

other emergency relief against the defendants, and in January 2024, the U.S.

Attorney’s Office announced that it had unsealed

an indictment against the Chief Executive Officer, charging him with securities fraud, among other things.

Marsha Kutkevitch serves

on our board of directors.

Charlier filed a lawsuit against Agri-Fintech and its Chief

Executive Officer alleging, among other things, fraud and breach of contract for failing to pay Mr.

Charlier cash and equity compensation

owed to him for his prior service as a director.

In December 2023 the SEC filed a complaint against Agri-Fintech, its Chief Executive

Officer and certain affiliated entities and obtained a temporary asset freeze and other emergency relief against the defendants, and in

January 2024, the U.S.

Attorney’s Office announced that it had unsealed an indictment against the Chief Executive Officer, charging

him with securities fraud, among other things.

Marsha Kutkevitch

serves on our board of directors.

Kutkevitch has worked in the finance industry for over 20 years, primarily in structured products,

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London, since February 2018.

EMVirya Ltd, is a privately held financial services firm with extensive experience in global emerging

markets that is positioning itself at the crossroads of Emerging markets and renewable energy.

EMVirya Ltd, is a privately held financial services firm with extensive experience in global emerging markets

that is positioning itself at the crossroads of Emerging markets and renewable energy.

Prior to founding EMVirya, Ms.

worked as a Managing Director at Goldman Sachs from April 2015 to Sept 2016 in London.

Kutkevitch worked

as a Managing Director at Goldman Sachs from April 2015 to Sept 2016 in London.

From 2003 to 2015 Ms.

Kutkevitch was a Managing

Director at Barclays Capital (Barclays Investment Bank).

Kutkevitch helped to open the local office and integrate the local entity

purchased by the bank.

She ran a business at both Barclays and Goldman whose clients were corporates, financial institutions and governmental

organizations.

Kutkevitch was a Managing Director

at Barclays Capital (Barclays Investment Bank).

Kutkevitch helped to open the local office and integrate the local entity purchased

She ran a business at both Barclays and Goldman whose clients were corporates, financial institutions and governmental organizations.

She advised them on best capital raising practices as well as asset liability management.

Kutkevitch graduated Durham

University with BSc in Natural Sciences.

Kutkevitch graduated Durham University with

BSc in Natural Sciences.

We believe that Ms.

Kutkevitch is qualified to serve as a member of our Board because of her extensive

financial and capital markets experience.

Kutkevitch is qualified to serve as a member of our Board because of her extensive financial

and capital markets experience.

Darrell Mays serves

on our board of directors.

Mays is the Chief Executive Officer and Managing Partner of Mays//Mock Capital Partners, a middle

market private equity firm focused on the TMT, Transportation and Energy sectors.

The firm targets companies that serve SMBs as well as

enterprise customers that want an opportunity to work with Minority Business Enterprise (MBE) certified companies.

on the board of directors of American Virtual Cloud Technologies, Inc., formerly known as Pensare Acquisition Corp., from July 2017

until May 2023.

He also served as Chief Executive Officer from July 2021 to August 2022 and also from July 2017 to

September 2020.

American Virtual Cloud Technologies, Inc.

and certain of its subsidiaries filed voluntary petitions under Chapter 11

of the United States Bankruptcy Code in January 2023.

Mays was the Founder and Chief Executive Officer of nsoro, a

turnkey wireless installation services provider, from 2003 to 2008, which was acquired by MasTec in August 2008.

as an executive of MasTec from August 2008 to December 2016.

Mays holds a Bachelor of Arts degree in Business from

Georgia State University.

Mays is the Chief Executive Officer and Managing Partner of Mays//Mock Capital Partners, a middle market

private equity firm focused on the TMT, Transportation and Energy sectors.

The firm targets companies that serve SMBs as well as enterprise

customers that want an opportunity to work with Minority Business Enterprise (MBE) certified companies.

Mays served on the board of

directors of American Virtual Cloud Technologies, Inc., formerly known as Pensare Acquisition Corp., from July 2017 until May 2023.

also served as Chief Executive Officer from July 2021 to August 2022 and also from July 2017 to September 2020.

American Virtual Cloud

Technologies, Inc.

and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in

January 2023.

Mays was the Founder and Chief Executive Officer of nsoro, a turnkey wireless installation services provider, from 2003

to 2008, which was acquired by MasTec in August 2008.

Mays served as an executive of MasTec from August 2008 to December 2016.

Mays holds a Bachelor of Arts degree in Business from Georgia State University.

We believe that Mr.

Mays is qualified to serve as a member of our Board because of his extensive executive

and director experience and prior SPAC experience.

Mays is qualified to serve as a member

of our Board because of his extensive executive and director experience and prior SPAC experience.

Number and Terms of Office of Officers and

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those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

The term of office of the first

class of directors, consisting of Marsha Kutkevitch, will expire at our first annual meeting of shareholders.

The term of office of the

first class of directors, consisting of Marsha Kutkevitch, will expire at our first annual meeting of shareholders.

The term of office

of the second class of directors, consisting of Darrell Mays and Christophe Charlier, will expire at the second annual meeting of shareholders.

second class of directors, consisting of Darrell Mays and Christophe Charlier, will expire at the second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Kanat Mynzhanov and Askar Mametov, will expire at the third annual meeting

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an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, the

rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent

Subject to phase-in rules and a limited exception, the rules

of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors,

and the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

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Charlier serving as the Chairman of the audit committee.

the NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom

must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard under NASDAQ

listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee

is financially literate and our board of directors has determined that Mr.

Under the NASDAQ

listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be

independent, subject to certain phase-in provisions.

Each such person meets the independent director standard under NASDAQ listing standards

and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit

committee is financially literate and our board of directors has determined that Mr.

Charlier qualifies as an “audit committee financial

expert” as defined in applicable SEC rules.

We have adopted an audit committee

charter, which details the principal functions of the audit committee, including:

● the appointment, compensation, retention, replacement, and

oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and permitted non-audit services

to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies

and procedures;

● reviewing and discussing with the independent auditors all

relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees

of the independent auditors;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from

the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any

material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry

or investigation by governmental or professional authorities within the preceding five years respecting one or more independent

audits carried out by the firm and any steps taken to deal with such issues;

● reviewing and approving any related party transaction required

to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent auditors, and

our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government

agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting

policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC

or other regulatory authorities.

We have adopted an audit

committee charter, which details the principal functions of the audit committee, including:

● the appointment, compensation,

retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting

firm engaged by us;

● pre-approving all audit and

permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us,

and establishing pre-approval policies and procedures;

● reviewing and discussing with

the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear hiring policies

for employees or former employees of the independent auditors;

● setting clear policies for

audit partner rotation in compliance with applicable laws and regulations;

● obtaining and reviewing a report,

at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and

(ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry

or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits

carried out by the firm and any steps taken to deal with such issues;

● reviewing and approving any

related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering

into such transaction;

● reviewing with management,

the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial

statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting

Standards Board, the SEC or other regulatory authorities.

Compensation Committee

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all of whom must be independent, subject to certain phase-in provisions.

Each such person meets the independent director standard

under NASDAQ listing standards applicable to members of the compensation committee.

Each such person meets the independent director standard under

NASDAQ listing standards applicable to members of the compensation committee.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate

goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation;

● reviewing and approving on an annual basis the compensation

of all of our other officers;

● reviewing on an annual basis our executive compensation policies

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting management in complying with our proxy statement

and annual report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report on executive compensation

to be included in our annual proxy statement;

● reviewing, evaluating, and recommending changes, if appropriate,

to the remuneration for directors.

The charter also provides that

the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other

adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will

consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

● reviewing and approving on

an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief

Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of

our Chief Executive Officer based on such evaluation;

● reviewing and approving on

an annual basis the compensation of all of our other officers;

● reviewing on an annual basis

our executive compensation policies and plans;

● implementing and administering

our incentive compensation equity-based remuneration plans;

● assisting management in complying

with our proxy statement and annual report disclosure requirements;

● approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report

on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating, and

recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.

Director Nominations

We do not have a standing nominating

In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a director

nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

We do not have a standing

nominating committee.

In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent directors may recommend a

director nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily

carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

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Code of Ethics

We have adopted a Code of Ethics

applicable to our directors, officers and employees.

You will be able to review these documents by accessing our public filings at the

SEC’s web site at www.sec.gov .

We have adopted a Code of

Ethics applicable to our directors, officers and employees.

You will be able to review these documents by accessing our public filings

at the SEC’s web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request

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Conflicts of Interest

Each of our officers and directors

presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant to

which such officer or director is or will be required to present business combination opportunities to such entity.

Accordingly, in the

future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which

he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

Each of our officers and

directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant

to which such officer or director is or will be required to present business combination opportunities to such entity.

Accordingly, in

the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to

which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

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also be aware of the following other potential conflicts of interest:

● None of our officers or directors is required to commit his

or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business

● In the course of their other business activities, our officers

and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the

other entities with which they are affiliated.

● Our initial shareholders have agreed to waive their redemption

rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business

Additionally, our initial shareholders have agreed to waive their redemption rights with respect to any founder shares held

by them if we fail to consummate our initial business combination within 18 months from the date the closing of the Initial Public

Offering (or such later date if extended by shareholders).

If we do not complete our initial business combination within such applicable

time period, the funds held in the trust account will be used to fund the redemption of only our public shares.

The founder shares will

not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six months after the date of the

consummation of our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a subsequent

liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange

their shares for cash, securities or other property.

Since members of our management may directly or indirectly own ordinary shares and/or

rights following the Initial Public Offering, our officers and directors may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to complete our initial business combination.

● Our officers and directors may have a conflict of interest

with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

● The founders’ shares beneficially owned by our initial

shareholders and the private units purchased by our initial shareholders, and any rights which our officers or directors may purchase

in the aftermarket will expire worthless if a business combination is not consummated.

This is because our officers and directors and

affiliates will not receive liquidation distributions from the trust account with respect to any of the founders’ shares, private

shares or rights.

● Our initial shareholders may have a conflict of interest

with respect to evaluating a business combination and financing arrangements as we may obtain loans from our initial shareholders, officers,

directors or their affiliates to finance transaction costs in connection with an intended initial business combination.

Up to $1,500,000

of such loans may be convertible into working capital units at a price of $10.00 per unit at the option of the lender.

Such working capital

units would be identical to the private units sold in the private placement.

● None of our officers or directors

is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time

among various business activities.

● In the course of their other

business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for

presentation to us as well as the other entities with which they are affiliated.

● Our initial shareholders have

agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the

consummation of our initial business combination.

Additionally, our initial shareholders have agreed to waive their redemption rights

with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months from the date

the closing of the Initial Public Offering (or such later date if extended by shareholders).

If we do not complete our initial business

combination within such applicable time period, the funds held in the trust account will be used to fund the redemption of only our public

The founder shares will not, subject to certain exceptions, be transferred, assigned, sold or released from escrow until six

months after the date of the consummation of our initial business combination, or earlier, if, subsequent to our initial business combination,

we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders

having the right to exchange their shares for cash, securities or other property.

Since members of our management may directly or indirectly

own ordinary shares and/or rights following the Initial Public Offering, our officers and directors may have a conflict of interest in

determining whether a particular target business is an appropriate business with which to complete our initial business combination.

● Our officers and directors

may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such

officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

● The founders’ shares

beneficially owned by our initial shareholders and the private units purchased by our initial shareholders, and any rights which our

officers or directors may purchase in the aftermarket will expire worthless if a business combination is not consummated.

This is because

our officers and directors and affiliates will not receive liquidation distributions from the trust account with respect to any of the

founders’ shares, private shares or rights.

● Our initial shareholders may

have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from

our initial shareholders, officers, directors or their affiliates to finance transaction costs in connection with an intended initial

business combination.

Up to $1,500,000 of such loans may be convertible into working capital units at a price of $10.00 per unit at the

option of the lender.

Such working capital units would be identical to the private units sold in the private placement.

The conflicts described above

may not be resolved in our favor.

In general, officers and directors

of a corporation incorporated under the laws of Cayman Islands are required to present business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of

● it would not be fair to our company and its shareholders

for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of

multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

In general, officers and

directors of a corporation incorporated under the laws of Cayman Islands are required to present business opportunities to a corporation

● the corporation could financially

undertake the opportunity;

● the opportunity is within the

corporation’s line of business;

● it would not be fair to our

company and its shareholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result

of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities

meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated memorandum and articles of association

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally

and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer

is permitted to refer that opportunity to us without violating another legal obligation.

Furthermore, our amended and restated memorandum and articles of association provides

that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered

to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually

permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer

that opportunity to us without violating another legal obligation.

We are not prohibited from

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Insofar as indemnification

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant

to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed

in the Securities Act and is therefore unenforceable.

for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing

provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Section 16(a) Beneficial Ownership Reporting

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In addition, our officers, directors, or any of their respective affiliates will be reimbursed for

any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were

made to our initial shareholders or their affiliates.

any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing

due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our

initial shareholders or their affiliates.

After the completion of our

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It is unlikely

the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business

will be responsible for determining officer and director compensation.

the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination

business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined,

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OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report,

and as adjusted to reflect the sale of our ordinary shares included in the units offered by this Annual Report, and assuming no purchase

of units in the Initial Public Offering, by:

The following table sets

forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report, and as adjusted to reflect

the sale of our ordinary shares included in the units offered by this Annual Report, and assuming no purchase of units in the Initial

Public Offering, by:

● each person known by us to

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and directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary

shares beneficially owned by them.

Unless otherwise indicated,

we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially

owned by them.

Name and Address of Beneficial Owner (1)

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Indicates less than 1%.

(1) Unless otherwise noted, the business

address of each of the following entities or individuals is c/o Tavia Acquisition Corp., 850 Library Avenue, Suite 204, Newark, Delaware

Represents securities held by Tavia Sponsor Pte.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Tavia Acquisition Corp., 850 Library Avenue, Suite 204, Newark, Delaware 19711.

(2) Represents securities held

by Tavia Sponsor Pte.

Ltd., our Sponsor, of which Mr.

Mynzhanov is the controlling shareholder.

(3) Does not include certain shares

indirectly owned by Mr.

Does not include certain shares indirectly owned by Mr.

Mametov as a result of his ownership interest in our Sponsor.

(4) Based on a Schedule 13G filed

on February 14, 2025, by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC.

The principal business

address for each of the reporting persons is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

(5) Based on a Schedule 13G filed

on February 14, 2025, by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), a New York corporation.

Based on a Schedule 13G filed on February 14, 2025, by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC.

The principal business address for each of the reporting persons is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

Based on a Schedule 13G filed on February 14, 2025, by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”), a New York corporation.

Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940.

Karpus is controlled by City of London

Investment Group plc (“CLIG”), which is listed on the London Stock Exchange.

Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange.

However, in accordance with SEC Release No.

34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment

power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership

is not required between Karpus and CLIG.

34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG.

The shares reported herein are owned directly by the accounts managed by Karpus.

The principal

business address for the reporting person is 183 Sully’s Trail, Pittsford, New York 14534.

(6) Based on a Schedule 13G filed

on February 14, 2025, by Polar Asset Management Partners Inc., a Canadian corporation.

The reporting person is an investment fund manager,

portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.

The principal

business address for the reporting person is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.

The principal business address for the reporting person is 183 Sully’s Trail, Pittsford, New York 14534.

Based on a Schedule 13G filed on February 14, 2025, by Polar Asset Management Partners Inc., a Canadian corporation.

The reporting person is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.

The principal business address for the reporting person is 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6.

Because of our initial shareholders’

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corporate transactions, including approval of our initial business combination.

Our initial shareholders have

agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject to applicable securities laws)

Our initial shareholders

have agreed (A) to vote any shares owned by them in favor of any proposed business combination (subject to applicable securities laws)

provided that in connection with any proposed business combination, our initial shareholders will not vote any ordinary shares that they

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Certain Relationships and Related Transactions

On March 7, 2024, our

Sponsor acquired an aggregate of 5,031,250 founder shares for an aggregate purchase price of $25,000.

On March 7, 2024, our Sponsor

acquired an aggregate of 5,031,250 founder shares for an aggregate purchase price of $25,000.

In July 2024, our Sponsor transferred 50,000

founder shares to each of our independent director nominees at their original purchase price.

Subsequently, our Sponsor and our

independent director nominees forfeited an aggregate of 1,197,917 founder shares, such that our Sponsor and independent director nominees

own an aggregate of 3,833,333 founder shares (3,743,333 founder shares owned by the Sponsor and 90,000 founder shares owned by the independent

director nominees).

Subsequently, our Sponsor and our independent

director nominees forfeited an aggregate of 1,197,917 founder shares, such that our Sponsor and independent director nominees own an aggregate

of 3,833,333 founder shares (3,743,333 founder shares owned by the Sponsor and 90,000 founder shares owned by the independent director

Prior to the initial investment in our company of $25,000 by our Sponsor, we had no assets, tangible or intangible.

The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately 25%

of the outstanding shares upon completion of the Initial Public Offering (excluding the EBC founder shares).

of founder shares issued was determined based on the expectation that such founder shares would represent approximately 25% of the outstanding

shares upon completion of the Initial Public Offering (excluding the EBC founder shares).

Our Sponsor and EBC, pursuant

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exercise of such working capital units) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Our initial shareholders, existing

officers, directors and advisors, or any of their respective affiliates, may be paid customary, fair and reasonable finder’s and

consulting fees for services rendered prior to or in connection with the completion of an initial business combination.

In addition, these

individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

Our initial shareholders,

existing officers, directors and advisors, or any of their respective affiliates, may be paid customary, fair and reasonable finder’s

and consulting fees for services rendered prior to or in connection with the completion of an initial business combination.

these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations.

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expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons

in connection with activities on our behalf.

Our Sponsor has loaned to us up to $500,000 used for a portion of the

expenses of the Initial Public Offering.

These loans were non-interest bearing, unsecured and were due at the closing of the Initial

Public Offering.

The loans were repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the trust

The value of our Sponsor’s and/or its affiliates’ interest in this transaction corresponds to the principal amount

outstanding under any such loan.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in

connection with activities on our behalf.

Our Sponsor has loaned to

us up to $500,000 used for a portion of the expenses of the Initial Public Offering.

These loans were non-interest bearing, unsecured

and were due at the closing of the Initial Public Offering.

The loans were repaid upon the closing of the Initial Public Offering out

of the offering proceeds not held in the trust account.

The value of our Sponsor’s and/or its affiliates’ interest in this

transaction corresponds to the principal amount outstanding under any such loan.

Our Sponsor has agreed that,

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We have agreed to pay $10,000 per month for these services.

In addition, in order to finance

transaction costs in connection with an intended initial business combination, our initial shareholders, officers, directors or their

affiliates may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required.

In addition, in order to

finance transaction costs in connection with an intended initial business combination, our initial shareholders, officers, directors or

their affiliates may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required.

If we complete an initial

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compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or

a periodic report, as required by the SEC.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form

8-K or a periodic report, as required by the SEC.

On February 2, 2026, we issued the EBC Promissory

Pursuant to the EBC Promissory Note, EBC agreed to loan us up to an aggregate principal amount of $300,000.

The EBC Promissory

Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of the consummation of a

business combination, or the liquidation of the trust account established in connection with our IPO, if a business combination is not

If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which

we have placed the proceeds of the IPO to repay the Promissory Note;

however, no proceeds from the trust account may be used for such

If such funds are insufficient to repay the Promissory Note, the Promissory Note will not be repaid.

We have entered into a registration

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rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

We will bear the

expenses incurred in connection with the filing of any such registration statements.

In compliance with FINRA Rule 5110(g)(8),

the registration rights granted to EBC are limited to demand and “piggy back” rights for periods of five and seven years,

respectively, from the effective date of this Annual Report and EBC may only exercise its demand rights on one occasion.

We will bear the expenses incurred

in connection with the filing of any such registration statements.

In compliance with FINRA

Rule 5110(g)(8), the registration rights granted to EBC are limited to demand and “piggy back” rights for periods of five

and seven years, respectively, from the effective date of this Annual Report and EBC may only exercise its demand rights on one occasion.

Related Party Policy

have not yet adopted a formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions

discussed above were not reviewed, approved or ratified in accordance with any such policy.

We have not yet adopted a

formal policy for the review, approval or ratification of related party transactions.

Accordingly, the transactions discussed above were

not reviewed, approved or ratified in accordance with any such policy.

We adopted a code of ethics

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directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

Under our code of ethics,

conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee

of indebtedness) involving the company.

Under our code of ethics, conflict

of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of

indebtedness) involving the company.

In addition, our audit committee,

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will be made from the proceeds of the Initial Public Offering held in the trust account prior to the completion of our initial business

● Repayment of up to an aggregate of up to $500,000 in loans

made to us by our Sponsor.

● Reimbursement for any out-of-pocket expenses related

to identifying, investigating and completing an initial business combination.

● Payment of a finder’s fee, advisory fee, consulting

fee or success fee upon consummation of an initial business combination for any services they render in order to effectuate the completion

of such business combination.

● Repayment of non-interest bearing loans which may be

made by our initial shareholders, officers, directors or their affiliates to finance transaction costs in connection with an intended

initial business combination.

Up to $1,500,000 of such loans may be convertible into working capital units, at a price of $10.00 per

unit at the option of the lender.

● Repayment of up to an aggregate

of up to $500,000 in loans made to us by our Sponsor.

● Reimbursement for any out-of-pocket

expenses related to identifying, investigating and completing an initial business combination.

● Payment of a finder’s

fee, advisory fee, consulting fee or success fee upon consummation of an initial business combination for any services they render in

order to effectuate the completion of such business combination.

● Repayment of non-interest bearing

loans which may be made by our initial shareholders, officers, directors or their affiliates to finance transaction costs in connection

with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible into working capital units, at a price

of $10.00 per unit at the option of the lender.

Such working capital units are identical to the private units sold in the private placement.

as set forth above, the terms of such loans have not been determined nor have any written agreements been executed with respect thereto.

● Payment to our Sponsor of $10,000 per month for secretarial

and administrative services.

Our audit committee will review

on a quarterly basis all payments that were made to our initial shareholders or their affiliates.

Except as set forth above, the terms of such loans have not been determined nor have any written agreements been executed with respect

● Payment to our Sponsor of $10,000

per month for secretarial and administrative services.

Our audit committee will

review on a quarterly basis all payments that were made to our initial shareholders or their affiliates.

Director Independence

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Charlier, Ms.

Kutkevitch and Mr.

Mays are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the period from March 7, 2024 (inception) through December 31, 2024, fees for WithumSmith+Brown, PC, our independent registered

public accounting firm, were approximately $37,500 for the services Withum performed in connection with the audit of our December 31,

2024 financial statements included in this Annual Report on Form 10-K.

Marcum LLP (“Marcum”) was engaged

as our independent registered public accounting firm in connection with our Initial Public Offering and provided reports on our financial

statements from March 7, 2024 (inception) through December 5, 2024.

As previously disclosed, on January 20, 2025,

we dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective as of January

The dismissal of Marcum was approved by the audit committee and was not the result of any disagreement with Marcum.

audit reports on the Company’s balance sheets as of March 31, 2024 and December 5, 2024, the related statement of operations, changes

in shareholders’ equity and cash flows for the period from March 7, 2024 (inception) through March 31, 2024, and the related

notes did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty,

audit scope or accounting principles, except that, the reports included an explanatory paragraph relating to substantial doubt about the

Company’s ability to continue as a going concern.

During the period from March 7, 2024 (inception) through March 31, 2024

and through December 5, 2024 , as well as the subsequent interim period through the date of dismissal, there were (i) no disagreements

(as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Marcum on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum’s satisfaction, would have caused

Marcum to make reference thereto in their reports on the financial statements for such fiscal periods, and (ii) no reportable events (as

defined in Item 304(a)(1)(v) of Regulation S-K).

As previously disclosed, on January 20, 2025,

we formally engaged WithumSmith+Brown PC, or Withum, as our independent registered public accounting firm for the fiscal year ended December

The following is a summary of fees paid to Withum

for services rendered.

year ended December 31, 2025 and for the period from March 7, 2024 (inception) through December 31, 2024, fees for Withum, our independent

registered public accounting firm, were approximately $95,600 and $37,500, respectively, for the services Withum performed in connection

with the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.

During the year ended December

31, 2024, fees for our independent registered public accounting firm were approximately $174,000 for the services Marcum LLP, or Marcum,

performed in connection with our Initial Public Offering.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay Withum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2025 and

for the period from March 7, 2024 (inception) through December 31, 2024.

We did not pay Withum for tax planning and tax advice for the year ended December 31, 2025 and for the period from March 7,

2024 (inception) through December 31, 2024.

We did not pay Withum for other services for the year ended December 31, 2025 and for the period from March 7, 2024 (inception)

through December 31, 2024.

The following is a summary

of fees paid or to be paid to Marcum LLP, or Marcum for services rendered.

the period from March 7, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately

$174,000 for the services Marcum performed in connection with our Initial Public Offering.

Audit-Related Fees.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum

for consultations concerning financial accounting and reporting standards for the period from March 7, 2024 (inception) through December

not pay Marcum for tax planning and tax advice for the period from March 7, 2024 (inception) through December 31, 2024.

All Other Fees .

did not pay Marcum for other services for the period from March 7, 2024 (inception) through December 31, 2024.

For the year ended December 31, 2025 and for the period from March 7, 2024 (inception) through December 31, 2024, fees for our

independent registered public accounting firm were approximately $0 and $174,000 for the services Marcum performed in connection with

our Initial Public Offering.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2025 and

for the period from March 7, 2024 (inception) through December 31, 2024.

We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2025 and for the period from March 7,

2024 (inception) through December 31, 2024.

We did not pay Marcum for other services for the year ended December 31, 2025 and for the period from March 7, 2024 (inception)

through December 31, 2024.

Pre-Approval Policy

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Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Equity

Statement of Cash Flows

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Equity (Deficit) For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024

Statements of Cash Flows For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024

Notes to Financial Statements

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Business Combination Marketing Agreement, dated December 3, 2024, between the Company and EarlyBirdCapital, Inc.

Promissory Note dated February 2, 2026 made by Tavia Acquisition Corp to the order of EarlyBirdCapital, LLC

Insider Trading Policy

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Filed herewith.

** Furnished herewith.

(1) Incorporated by reference to an exhibit to the Registrant’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2024.

Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2024.

(2) Incorporated by reference to an exhibit to the Registrant’s

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333-280275), filed with the SEC on November 26, 2024, as amended.

(3) Incorporated by reference to an exhibit to the Registrant’s

2024 10-K (File No.

001-42430), filed with the SEC on March 31, 2025, as amended.

(4) Incorporated by reference to an exhibit to the Registrant’s

Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 3, 2026.

FORM 10-K SUMMARY

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders’ Equity

Statement of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholder and the Board of Directors of

Balance Sheets as of December 31, 2025 and 2024 F-3

Statements of Operations For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024 F-4

Statements of Changes in Shareholders’ Equity (Deficit) For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024 F-5

Statements of Cash Flows For the Year ended December 31, 2025 and For the Period from March 7, 2024 (inception) through December 31, 2024 F-6

Notes to Financial Statements F-7 to F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Tavia Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Tavia Acquisition Corp.

(the “Company”) as of December 31, 2024, and the related statements of operations, changes in shareholders’

equity and cash flows for the period from March 7, 2024 (inception) through December 31, 2024, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from March

7, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Tavia Acquisition Corp.

(the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2025 and period March 7, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Tavia Acquisition Corp.

as of December 31, 2025, and the results of its operations and its cash flows for the for the year then ended December 31, 2025 and period March 7, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company has a working capital deficit and if the Company is unable to complete a business combination by June 5, 2026, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

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TAVIA ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

Cash and cash equivalents $ 229,625 $ 913,659

Prepaid expenses 131,850 44,059

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Marketable securities held in Trust Account 120,754,293 115,926,937

$ 116,884,655

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity

Total Assets $ 121,115,768 $ 116,884,655

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

Current liabilities

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Commitments and Contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 shares at

redemption value of $ 10.06 per share

Shareholders’ Equity

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.50 and $ 10.06 per share as of December 31, 2025 and 2024, respectively 120,754,293 115,685,866

Shareholders’ Equity (Deficit)

Preferred shares, $ 0.0001 par value;

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400,000,000 shares authorized;

4,420,833 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption)

4,420,833 shares issued and outstanding (excluding 11,500,000 subject to possible redemption) as of December 31, 2025 and 2024 442 442

Additional paid-in capital — 329,697

Retained earnings

Total Shareholders’ Equity

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity

$ 116,884,655

The accompanying notes are an integral part

of this financial statement.

(Accumulated deficit) Retained earnings ( 1,053,807 ) 79,518

Total Shareholders’ Equity (Deficit) ( 1,053,365 ) 409,657

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit) $ 121,115,768 $ 116,884,655

The accompanying notes are an integral

part of these financial statements.

TAVIA ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

General and administrative costs

STATEMENTS OF OPERATIONS

Formation, general and administrative expenses $ 1,221,951 $ 272,419

Loss from operations ( 1,221,951 ) ( 272,419 )

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Total other income 4,827,356 351,937

Net income $ 3,605,405 $ 79,518

Basic and diluted weighted average shares outstanding of redeemable ordinary shares 11,500,000 1,015,000

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Basic and diluted net income per non-redeemable ordinary share $ 0.23 $ 0.01

The accompanying notes are an integral part

of this financial statement.

The accompanying notes are an integral

part of these financial statements.

TAVIA ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2025 AND

FOR THE PERIOD FROM MARCH 7, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

Shareholder’s

Shareholder’ Equity

Balance — March 7, 2024 (inception) — $ — $ — $ — $ —

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Accretion for ordinary shares to redemption amount — — ( 5,586,528 ) — ( 5,586,528 )

( 5,586,528 )

Sale of Private Placement Units 387,500 39 3,874,961 — 3,875,000

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Allocated value of transaction costs to ordinary shares — — ( 85,333 ) — ( 85,333 )

Net income — — — 79,518 79,518

Balance – December 31, 2024 4,420,833 442 329,697 79,518 409,657

The accompanying notes are an integral part

of this financial statement.

Accretion for ordinary shares to redemption amount — — ( 329,697 ) ( 4,738,730 ) ( 5,068,427 )

Net income — — — 3,605,405 3,605,405

Balance – December 31, 2025 4,420,833 $ 442 $ — $ ( 1,053,807 ) $ ( 1,053,365 )

The accompanying notes are an integral

part of these financial statements.

TAVIA ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MARCH 7, 2024 (INCEPTION)

THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

Period from March 7,

2024 (Inception)

Cash Flows from Operating Activities:

Net income $ 3,605,405 $ 79,518

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

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Investment of cash into Trust Account — ( 115,575,000 )

( 115,575,000 )

Net cash used in investing activities — ( 115,575,000 )

( 115,575,000 )

Cash Flows from Financing Activities:

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Payment of offering costs ( 10,000 ) ( 225,953 )

Net cash provided by financing activities

Net change in cash

Cash, beginning of the period

Cash, end of the period

Net cash provided (used in) by financing activities ( 10,000 ) 116,562,934

Net Change in Cash and Cash Equivalents ( 684,034 ) 913,659

Cash and cash equivalents – Beginning of period 913,659 —

Cash and cash equivalents – End of period $ 229,625 $ 913,659

Supplemental disclosure of cash flow information:

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Deferred offering costs paid through promissory note – related party $ — $ 254,036

The accompanying notes are an integral part

of this financial statement.

DESCRIPTION OF ORGANIZATION AND BUSINESS

The accompanying notes are an integral

part of these financial statements.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Tavia Acquisition Corp.

“Company”) was incorporated in the Cayman Islands on March 7, 2024.

The Company was formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses

(the “Business Combination”).

The Company is not limited

to a particular industry or sector for purposes of consummating a Business Combination, although the Company intends to primarily direct

its attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.

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 December 31, 2024,

the Company had not commenced any operations.

All activity for the period from March 7, 2024 (inception) through December 31, 2024

relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below and

subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any

operating revenues until after the completion of an initial 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 Company has selected December 31

as its fiscal year end.

The registration statement

for the Company’s Initial Public Offering was declared effective on December 3, 2024.

On December 5, 2024, the Company consummated

the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units

being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 350,000 private placement units (each, a “Private Placement

Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Tavia Sponsor PTE.

LTD., a company incorporated

in Singapore (“Sponsor”), and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering

(“EBC”), generating gross proceeds of $ 3,500,000 .

On December 9, 2024, the underwriters notified the Company of their exercise

of the over-allotment option in full and purchased 1,500,000 additional units at $ 10.00 per unit upon the closing of the over-allotment

option, generating gross proceeds of $ 15,000,000 .

Simultaneously with the closing of the over-allotment option on December 11, 2024, the

Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $ 10.00

per unit, generating gross proceeds of $ 375,000 .

After giving effect to the exercise of the over-allotment option, an aggregate of 11,500,000

Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering price of $ 115,000,000 , and an aggregate

amount of $ 115,575,000 ($ 10.05 per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from

the sale of the private placement units, was placed in the Trust Account.

Transaction costs amounted

to $ 3,605,995 , consisting of $ 2,300,000 of cash underwriting fee and $ 1,305,995 of other offering costs.

The Company’s management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The share exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a

fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below) (excluding income interest earned on

the trust account and released to the Company to pay taxes).

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

Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a

controlling interest in the target business 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.

Following the closing of

the Initial Public Offering on December 5, 2024, an amount of $ 100,500,000 ($ 10.05 per Unit) from the net proceeds of the sale of the

Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trust account (“Trust Account”),

located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be held in cash, including

in demand deposit accounts at a bank, or 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 185 days or less in money market funds meeting certain conditions under Rule 2a-7

under the Investment Company Act which invest only in direct U.S.

(the “Company”) was incorporated in the Cayman Islands on March 7, 2024.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although the Company intends to primarily direct its attention on target businesses in North America and Europe focused on energy transition, the circular economy and food technologies.

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 December 31, 2025, the Company had not commenced any operations.

All activity for the period from March 7, 2024 (inception) through December 31, 2025 relates to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, 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 interest income from the proceeds derived from the Initial Public Offering.

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

The registration statement for the Company’s Initial Public Offering was declared effective on December 3, 2024.

On December 5, 2024, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 350,000 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Tavia Sponsor PTE.

LTD., a company incorporated in Singapore (“Sponsor”), and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $ 3,500,000 .

On December 9, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 15,000,000 .

Simultaneously with the closing of the over-allotment option on December 11, 2024, the Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $ 10.00 per unit, generating gross proceeds of $ 375,000 .

After giving effect to the exercise of the over-allotment option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering and the over-allotment at an aggregate offering price of $ 115,000,000 , and an aggregate amount of $ 115,575,000 ($ 10.05 per unit) from the net proceeds of the sale of the public units (“Public Units”), and a portion of the net proceeds from the sale of the private placement units, was placed in a trust account (the “Trust Account”) established for the benefit of the Company’s Public Shareholders (as defined below), with Continental Stock Transfer & Trust Company acting as trustee.

Transaction costs amounted to $ 3,605,995 , consisting of $ 2,300,000 of cash underwriting fee and $ 1,305,995 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The share exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (excluding income interest earned on the Trust Account and released to the Company to pay taxes).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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.

Following the closing of the Initial Public Offering on December 5, 2024, an amount of $ 100,500,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, and will be held in cash, including in demand deposit accounts at a bank, or 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 185 days or less in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The Company will disclose in each

quarterly and annual report filed with the SEC prior to the initial Business Combination whether the proceeds deposited in the Trust Account

are invested in U.S.

government treasury obligations or money market funds or a combination thereof or as cash or cash items, including

in demand deposit accounts.

Additionally, when the Company determines (based on its management team’s ongoing assessment of all

factors related to the potential status under the Investment Company Act) to hold the funds in the Trust Account as cash or in demand

deposit accounts at a bank, the amount of interest received would likely be less.

The Company will provide

the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of

their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by

means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder approval

of a Business Combination or conduct a tender offer will be made by the Company, solely at its discretion.

The Public Shareholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shares subject to redemption were recorded

at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting

Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

If the Company seeks shareholder

approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution

under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend

and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule.

If a shareholder vote is not

required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to

its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities

and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would

be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in

connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Shares

(as defined below) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering

in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting,

and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing,

if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender

offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting

in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the

Public Shares without the Company’s prior written consent.

The Sponsor and EBC have

agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares

and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights

with respect to their Founder shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment

to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide

for the redemption of the public shares in connection with an initial Business Combination or to redeem 100 % of the public shares if the

Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with

respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) to

waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private

Shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial

Public Offering.

If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and the Company’s

officers and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject

to applicable securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and

privately-negotiated transactions) in favor of an initial Business Combination.

The Company will have until

18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

(including interest earned on the funds held in the trust account) (less up to $ 100,000 of interest to pay liquidation and dissolution

expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights

of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as

promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders

and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to

provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to

waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company

fails to complete a Business Combination within the Combination Period.

However, if the Sponsors or any of its respective affiliates acquire

Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period.

In order to protect the amounts

held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party

(other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,

or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds

in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) such lesser amount per Public Share held in

the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case

net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed

a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor

will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that

the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which

the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies

held in the Trust Account.

As of December 31, 2024,

the Company had operating cash of $ 913,659 and a working capital of $ 168,586 .

The Company intends to use the funds held outside the trust

account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate

documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

The Company will disclose in each quarterly and annual report filed with the SEC prior to a Business Combination whether the proceeds deposited in the Trust Account are invested in U.S.

government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts.

Additionally, when the Company determines (based on its management team’s ongoing assessment of all factors related to the potential status under the Investment Company Act) to hold the funds in the Trust Account as cash or in demand deposit accounts at a bank, the amount of interest received would likely be less.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely at its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or share exchange rule.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), the underlying ordinary shares of the Private Placement Units (“Private Shares”) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group,” as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (defined below), Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder shares, EBC Founder Shares and Private Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with a Business Combination or to redeem 100 % of the public shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable securities laws, any public shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of a Business Combination.

The Company will have until 18 months from the closing of the Initial Public Offering, or June 5, 2026, to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including interest earned on the funds held in the Trust Account) (less up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsors or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of December 31, 2025, the Company had operating cash of $ 229,625 and a working capital deficit of $ 1,053,365 .

The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition and, due to the mandatory liquidation should a Business Combination not occur by June 5, 2026, potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities

and Exchange Commission (the “SEC”).

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it

may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not

emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting

firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s 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.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial

statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

estimates requires management to exercise significant judgment.

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 financial statements, which management considered in formulating

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

Accordingly, the actual results could differ

significantly from those estimates.

The preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment.

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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all

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

The Company had $ 913,659

in cash and no cash equivalents as of December 31, 2024.

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 $ 229,586 and $ 913,659 in cash and $ 39 and $ 0 in cash equivalents as of December 31, 2025 and 2024, respectively.

Marketable Securities Held in Trust Account

As of December 31, 2024,

the assets held in the Trust Account, amounting to $ 115,926,937 , were held in marketable securities composed of U.S.

As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 120,754,293 and $ 115,926,937 , respectively, were held in marketable securities composed of U.S.

treasury securities.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could

have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with

the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses

the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance

to allocate Initial Public Offering proceeds from the Units between Public Shares and Rights, using the residual method by allocating

Initial Public Offering proceeds first to assigned value of the Rights and then to the Public Shares.

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 as Public Rights and Private Placement Units after management’s evaluation were accounted for under

equity treatment.

The Company follows the asset

and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights and then to the Public Shares.

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 as Public Rights and Private Placement Units after management’s evaluation were accounted for under equity treatment.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a

recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes

or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero

for the period presented.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 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 is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Fair Value of Financial Instruments

The fair value of the Company’s

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

the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

The Company follows the guidance

in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are-measured and reported at fair value at least annually.

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 Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are measured and reported at fair value at least annually.

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.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such

instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives

and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in

the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities

or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current

or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of

the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the

contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their

over-allotment option at the closing of Initial Public Offering.

The Company accounts for

the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified

the rights under equity treatment at its assigned value.

The fair value of the rights

was determined using a discounted cash flow analysis that incorporates the probability-weighted payoff of the right, discounted over the

expected term to business combination.

The weighting was based on consideration of other similar SPACs with traded rights.

Rights have been classified within shareholders’ equity and will not require remeasurement after issuance.

The following table presents

the quantitative information regarding market assumptions used in the valuation of the Public Rights as of December 5, 2024, the date

in which the Company consummated the Initial Public Offering:

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering.

The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value.

The fair value of the rights was determined using a discounted cash flow analysis that incorporates the probability-weighted payoff of the right, discounted over the expected term to business combination.

The weighting was based on consideration of other similar Special Purpose Acquisition Companies with traded rights.

The Public Rights (as defined below) have been classified within shareholders’ equity and will not require remeasurement after issuance.

The fair value of each right was determined to be $ 0.12 , resulting in a total valuation of $ 1,200,000 .

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights as of December 5, 2024, the date in which the Company consummated the Initial Public Offering:

Traded price of Unit $ 9.99

5 unchanged sentences

Net Income Per Ordinary Share

The Company complies with

accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed

by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated with

the redeemable ordinary shares is excluded from income per ordinary share as the redemption amount approximates fair value.

The calculation of diluted

income per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii)

the private placement that convert into ordinary shares since the conversion of the rights into ordinary shares is contingent upon the

occurrence of future events.

As of December 31, 2024, the Company did not have any dilutive securities or other contracts that could,

potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income

per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects

the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the period from March 7,

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

The remeasurement associated with the redeemable ordinary shares is excluded from income per ordinary share as the redemption amount approximates fair value.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement units that convert into ordinary shares since the conversion of the rights into ordinary shares is contingent upon the occurrence of future events.

As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):

For the Year Ended

December 31, 2025 For the Period from March 7,

2024 (inception) through

December 31, 2024

Non-redeemable

Redeemable Non-redeemable Redeemable Non-redeemable

Allocation of net income $ 2,604,271 $ 1,001,134 $ 13,447 $ 66,071

2 unchanged sentences

Ordinary Shares Subject to Possible Redemption

The Public Shares contain

a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there

is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated equity.

as of December 31, 2024, 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, 2024, the ordinary shares subject to

possible redemption reflected in the balance sheet are reconciled in the following table:

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s Business Combination.

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated equity.

Accordingly, as of December 31, 2025 and 2024, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheets.

As of December 31, 2025 and 2024, the ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Gross proceeds $ 115,000,000

$ 115,000,000

Proceeds allocated to Public Rights ( 1,380,000 )

( 1,380,000 )

Ordinary shares issuance costs ( 3,520,662 )

( 3,520,662 )

Remeasurement of carrying value to redemption value 5,586,528

Ordinary Shares subject to possible redemption, December 31, 2024 115,685,866

$ 115,685,866

Recently Issued Accounting Pronouncements

Adopted During the Period

2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly

provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included

in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of

the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and

deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in

interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after

December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s

financial statements.

Remeasurement of carrying value to redemption value 5,068,427

Ordinary Shares subject to possible redemption, December 31, 2025 $ 120,754,293

Recently Issued Accounting Pronouncements Adopted During the Period

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

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public

Offering, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share and one

right (“Public Right”).

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share and one right (“Public Right”).

Ten Public Rights will entitle the holder to one ordinary share.

On December 9, 2024, the

underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at $ 10.00

per Unit, which upon closing, generated gross proceeds of $ 15,000,000 .

The over-allotment option closed on December 11, 2024 simultaneously

with an additional Private Placement of $ 375,000 .

On December 9, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional Units at $ 10.00 per Unit, which upon closing, generated gross proceeds of $ 15,000,000 .

The over-allotment option closed on December 11, 2024 simultaneously with an additional Private Placement of $ 375,000 .

PRIVATE PLACEMENT

Simultaneously with the closing

of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 350,000 Private Placement Units ( 225,000 Private Placement

Units purchased by the Sponsor and 125,000 Private Placement Units purchased by EBC or its designees), at a price of $ 10.00 per Private

Placement Units from the Company in a private placement, generating gross proceeds of $ 3,500,000 .

The proceeds from the sale of the Private

Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account.

Additionally, the over-allotment

option closed on December 11, 2024 simultaneously with an additional Private Placement of $ 375,000 .

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account

will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units

(including the underlying ordinary shares (“Private Shares”) and rights) are identical to the Public Units (including the

underlying Public Shares and Public Rights) sold in the Initial Public Offering.

The Sponsor and EBC have agreed not to transfer, assign

or sell any of the Private Placement Units or underlying shares (except to the same permitted transferees as the Founder Shares and provided

the transferees agree to the same terms and restrictions as the permitted transferees of the Founder Shares must agree to, each as described

herein) until the completion of the initial Business Combination.

Simultaneously with the closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 350,000 Private Placement Units ( 225,000 Private Placement Units purchased by the Sponsor and 125,000 Private Placement Units purchased by EBC or its designees), at a price of $ 10.00 per Private Placement Units from the Company in a private placement, generating gross proceeds of $ 3,500,000 .

The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

Additionally, the over-allotment option closed on December 11, 2024 simultaneously with an additional Private Placement of $ 375,000 .

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Units (including the Private Shares and rights) are identical to the Public Units (including the underlying Public Shares and Public Rights) sold in the Initial Public Offering.

The Sponsor and EBC have agreed not to transfer, assign or sell any of the Private Placement Units or underlying shares (except to the same permitted transferees as the Founder Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Founder Shares must agree to, each as described herein) until the completion of the Business Combination.

RELATED PARTY TRANSACTIONS

Founder Shares and EBC Founder Shares

On March 7, 2024, the

Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.005 per share, to cover certain of the Company’s expenses, for

which the Company issued 5,031,250 Founder Shares to the Sponsor.

On July 30, 2024, the Sponsor transferred 150,000 Founder Shares to

three director nominees ( 50,000 shares each) for an aggregate amount of $ 750 , or approximately $ 0.005 per share.

Subsequently, on October

24, 2024, the Sponsor and independent director nominees forfeited an aggregate of 1,197,917 Founder Shares for no consideration, such

that the Sponsor and independent directors own an aggregate of 3,833,333 Founder Shares ( 3,743,333 Founder Shares owned by the Sponsor

and 90,000 Founder Shares owned by the independent directors).

On March 7, 2024, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.005 per share, to cover certain of the Company’s expenses, for which the Company issued 5,031,250 Founder Shares to the Sponsor.

On July 30, 2024, the Sponsor transferred 150,000 Founder Shares to three director nominees ( 50,000 shares each) for an aggregate amount of $ 750 , or approximately $ 0.005 per share.

Subsequently, on October 24, 2024, the Sponsor and independent director nominees forfeited an aggregate of 1,197,917 Founder Shares for no consideration, such that the Sponsor and independent directors own an aggregate of 3,833,333 Founder Shares ( 3,743,333 Founder Shares owned by the Sponsor and 90,000 Founder Shares owned by the independent directors).

All share and per share data has been retrospectively presented.

On March 7, 2024, the

Company issued to EBC 200,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $ 0.005 per share and an aggregate

purchase price of $ 994 .

On March 7, 2024, the Company issued to EBC 200,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $ 0.005 per share and an aggregate purchase price of $ 994 .

The Company estimated the fair value of the EBC Founder Shares to be $ 722,000 or $ 3.61 per share.

$ 721,006 (the total $ 722,000 fair value less $ 994 to be paid by EBC) has been recorded as an offering cost which was closed to additional

paid-in capital at the closing of the Initial Public Offering.

The Company established the initial fair value for the EBC Founder Shares

on March 7, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability

of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack

of Marketability calculation.

The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable

inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

The sale of the Founders

Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant

Accordingly, $ 721,006 (the total $ 722,000 fair value less $ 994 to be paid by EBC) has been recorded as an offering cost which was closed to additional paid-in capital at the closing of the Initial Public Offering.

The Company established the initial fair value for the EBC Founder Shares on March 7, 2024, the date of the issuance, using a calculation prepared by management which takes into consideration the probability of completion of the Initial Public Offering, an implied probability of the completion of a Business Combination and a Discount for Lack of Marketability calculation.

The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, the probability of the initial public offering, and other risk factors.

The sale of the Founder Shares to the Company’s directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 150,000 shares granted to the Company’s director nominees was $ 619,500 or $ 4.13 per share.

24, 2024, the director nominees surrendered 20,000 shares each, for no consideration.

The fair value of the 90,000 shares granted to the

Company’s director (after the forfeiture) nominees was $ 371,700 or $ 4.13 per share.

The Founders Shares were granted subject to

a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized

only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

The Founder Shares and EBC

Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares

have the same shareholder rights as public shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to

certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption

rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the initial Business Combination,

(B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder

vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing

of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100 %

of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial

Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business

Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder

Shares and EBC Founder Shares held by them if the Company fails to complete the initial Business Combination within 18 months from

the closing of the Initial Public Offering;

On October 24, 2024, the director nominees surrendered 20,000 shares each, for no consideration.

The fair value of the 90,000 shares granted to the Company’s director (after the forfeiture) nominees was $ 371,700 or $ 4.13 per share.

The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

The Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares and EBC Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares and EBC Founder Shares are subject to certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the Business Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with an Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the Business Combination within 18 months from the closing of the Initial Public Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-Business Combination activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC Founder Shares held by them if the Company fails to complete the Business Combination within 18 months from the closing of the Initial Public Offering;

and (iii) the Founder Shares and EBC Founder Shares are entitled to registration rights.

If the Company submits the initial Business Combination to the public shareholders for a vote, the initial shareholders have agreed (and

their permitted transferees will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public

Offering (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed, subject

to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months

after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share

exchange, reorganization or other similar transaction after the initial business combination that results in all the public shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

If the Company submits the Business Combination to the Public Shareholders for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any Founder Shares and any Public Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) six months after the completion of the Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On March 7, 2024, the

Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which, as amended on July

24, 2024, the Company may borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable

on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

As of December 31, 2024,

there were $ 500,000 outstanding under the Promissory Note.

Advances from Related Party

On March 7, 2024, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which, as amended on July 24, 2024, the Company may borrow up to an aggregate principal amount of $ 500,000 .

The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

On November 10, 2025, the Company amended and restated the Promissory Note (as amended, the “Second Amended and Restated Note”) in the principal amount of up to $ 500,000 , to extend the maturity of the Promissory Note to the earlier of:

(i) the date the Company completes a Business Combination and (ii) the date the winding up of the Company is effective.

As of December 31, 2025 and 2024, there was $ 500,000 outstanding under the Promissory Note.

Advances from Related Party

represents excess private placement funding by the Sponsor to the Company that is not covered by the Promissory Note.

As of December 31,

2024, total advances from related party amounted to $ 131,684 .

Advances from related party represents excess private placement funding by the Sponsor to the Company that is not covered by the Promissory Note.

As of December 31, 2025 and 2024, total advances from related party amounted to $ 131,684 .

These advances are due on demand.

Administration Fee

The Company entered into

an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a Business Combination

and its liquidation, to pay an aggregate of $ 10,000 per month for certain utilities and administrative support services.

As of December

31, 2024, the Company incurred $ 10,000 of administrative services fees which was included in accrued expenses in the accompanying

balance sheet.

The Company entered into an agreement with the Sponsor, commencing on December 3, 2024 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an aggregate of $ 10,000 per month for certain utilities and administrative support services.

For the years ended December 31, 2025 and 2024, the Company incurred $ 120,000 and $ 10,000 , respectively, of administrative services fees.

As of December 31, 2025 and 2024, $ 0 and $ 10,000 of administrative services fees were included in accrued expenses in the accompanying balance sheets, respectively.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder

Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities will be entitled

to registration rights pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to

registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the

filing of any such registration statements.

The holders of the Founder Shares, EBC Founder Shares, Private Placement Units, working capital units (if any), and their underlying securities will be entitled to registration rights pursuant to a registration rights agreement to be signed on the effective date of the Initial Public Offering.

The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for resale.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters

a 45 -day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if

any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled

to a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, which was paid at the closing of the Initial Public

The Company granted the underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company has engaged EBC

as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential

Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing

its securities in connection with its initial Business Combination and assist with press releases and public filings in connection with

the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation of its initial Business Combination

in an amount equal to 3.5 % of the gross proceeds of the Initial Public Offering.

In addition, the Company will pay EBC a cash fee in an

amount equal to 1.0 % of the total consideration payable in the initial Business Combination if it introduces the Company to the target

business with whom it completes an initial Business Combination;

provided that the foregoing fee will not be paid prior to the date that

is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed

underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

The Company has engaged EBC as an advisor in connection with its Business Combination to assist in holding meetings with the Company shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with its Business Combination and assist with press releases and public filings in connection with the Business Combination.

The Company will pay EBC a cash fee for such services upon the consummation of its Business Combination in an amount equal to 3.5 % of the gross proceeds of the Initial Public Offering.

In addition, the Company will pay EBC a cash fee in an amount equal to 1.0 % of the total consideration payable in the Business Combination if it introduces the Company to the target business with whom it completes an Business Combination;

provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

Risks and Uncertainties

The United States and

global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine

conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related

individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid

or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia

and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created

global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any

resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital

Any of the above-mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the

Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an

initial business combination.

SHAREHOLDERS’ EQUITY

Preference Shares — The

Company is authorized to issue 100,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other

rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2024, there were

no preference shares issued or outstanding.

Ordinary Shares — The

Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares were entitled

to one vote for each share.

As of December 31, 2024,

there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000 EBC Founder Shares,

(iii) 350,000 Private Placement Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Placement Shares issued

at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.

Ordinary shareholders of

record are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and

restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange

rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the

shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended and

restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association

and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the election of

After completion of the initial Business Combination, the holders of more than 50 % of the shares voted for the election of

directors can elect all of the directors.

The shareholders are entitled to receive ratable dividends when, as and if declared by the board

of directors out of funds legally available therefor.

Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive

one-tenth (1/10) of one ordinary share upon consummation of the initial business combination.

The Company will not issue fractional shares

in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed

in accordance with the applicable provisions of Cayman law.

In the event the Company is not the surviving company upon completion of the

initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive

the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the business combination.

If the Company is unable

to complete the initial business combination within the required time period and the Company will redeem the public shares for the funds

held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict as well as market uncertainty as a result of the enactment of new global tariff policies by current United States administration.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, as well as any trade wars or political instability, could adversely affect the Company’s search for an Business Combination and any target business with which the Company may ultimately consummate an Business Combination.

SHAREHOLDERS’ EQUITY (DEFICIT)

Preference Shares — The Company is authorized to issue 100,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2025 and December 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue 400,000,000 ordinary shares with a par value of $ 0.0001 per share.

Holders of ordinary shares were entitled to one vote for each share.

As of December 31, 2025 and 2024, there were 4,420,833 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, (ii) 200,000 EBC Founder Shares, (iii) 350,000 Private Shares issued at the closing of the Initial Public Offering and (iv) 37,500 Private Shares issued at the closing of the over-allotment option, excluding 11,500,000 shares subject to possible redemption.

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

Unless specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders.

Approval of certain actions, will require a special resolution under Cayman Islands law and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the election of directors.

After completion of the Business Combination, the holders of more than 50 % of the shares voted for the election of directors can elect all of the directors.

The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law.

In the event the Company is not the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination.

If the Company is unable to complete the Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

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.

The following table presents

information about the Company’s assets that are measured at fair value as of December 31, 2024, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level December 31,

Marketable securities held in Trust Account 1 $ 120,754,293

$ 115,926,937

Level December 31,

Marketable securities held in Trust Account 1 $ 115,926,937

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards

for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize

revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s

chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”)

has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as

a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that

there is only one reportable segment.

The CODM assesses performance for the single segment and decides how

to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions

regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the

Trust Account

$ 115,926,937

For the Period

from March 7,

General and administrative costs

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

2025 December 31,

Marketable securities held in Trust Account $ 120,754,293 $ 115,926,937

Cash and cash equivalents $ 229,625 $ 913,659

December 31, For the

Formation, general and administrative costs $ 1,221,951 $ 272,419

Interest earned on marketable securities held in Trust Account $ 4,827,356 $ 351,937

The CODM reviews interest earned on the Trust

Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds

while maintaining compliance with the Trust Agreement.

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar

transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on

the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

or loss are reported on the statement of operations and described within their respective disclosures.

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this

review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except for the following.

On January 20, 2025, the audit committee of the

board of directors of the Company (the “Audit Committee”) dismissed Marcum LLP (“Marcum”) as the Company’s

independent registered public accounting firm, effective as of January 20, 2025.

The change in independent registered public accounting

firm is not the result of any disagreement with Marcum.

The Audit Committee further approved the engagement of WithumSmith+Brown PC (“Withum”)

as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024, and Withum was formally

engaged on the same date.

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

Based upon this review, except for the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 2, 2026, the Company issued a promissory note (the “EBC Note”) to EBC.

Pursuant to the EBC Note, EBC agreed to loan the Company up to an aggregate principal amount of $ 300,000 .

The EBC Note is non-interest bearing and all outstanding amounts under the EBC Note will be due on the earlier of the consummation of a Business Combination, or the liquidation of the Trust Account, if a Business Combination is not consummated.

If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account into which the Company have placed the proceeds of the Initial Public Offering to repay the EBC Note;

however, no proceeds from the Trust Account may be used for such repayment.

If such funds are insufficient to repay the EBC Note, the EBC Note will not be repaid.

Pursuant to the requirements of the Securities

9 unchanged sentences

Capacity in Which Signed

/s/ Kanat Mynzhanov

Chairman and Chief Executive Officer

1 unchanged sentence

(Principal Executive Officer)

/s/ Askar Mametov

Chief Financial Officer and Director

1 unchanged sentence

(Principal Financial and Accounting Officer)

/s/ Christophe

/s/ Christophe Charlier

Christophe Charlier

/s/ Marsha Kutkevitch

Marsha Kutkevitch

/s/ Darrell Mays

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-K

Item 9A. Controls and Procedures