UY Scuti Acquisition Corp. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of March 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived financially literate and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls 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 companies. 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 quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Insider 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 (ii) any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 84 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our current directors and executive officers are as follows: Name Age Position Jialuan Ma 51 Chief Executive Officer and Director Shaokang Lu 31 Chief Financial Officer Jiawen Zhao 31 Chief Investment Officer and Director Sze Wai Lee 56 Independent Director Daniel John Paul Peart 42 Independent Director Yan Liang 42 Independent Director Jialuan Ma has served as our Chief Executive Officer and a Director since August 2024. Ms. Ma has extensive experience relating to financial and business management. She is also a charted institute management accountant from the UK since 1998. She has served as the financial director for Roche Pharma China in Shanghai from August 2019 to April 2021, where she oversighted the company’s financial planning and analysis. From December 2017 to August 2018, she served as global financial planning and analysis director for Lenovo. From November 2014 to November 2017, she served as finance director of mainland China and Taiwan at Hitachi Vantara China and co-led the local factory set up. Before this, she worked as finance leaders at Intel for ten years across sales marketing, R&D and manufacturing in Hongkong SAR, California, US, Costa Rica and Shanghai, China. Ms. Ma received her two bachelor’s degrees in English and Economics from Shanghai Jiao Tong University in 1991, an MBA from Richmond Business School in 1998 and a Master of Science from City University of Hong Kong in 2013. Since September 2022, she has also served as independent director at Qomolangma Acquisition Corp. and as the chairman of its audit committee, compensation committee, and nominating committee. We believe Ms. Ma is qualified to serve as our Chief Executive Officer and director due to her extensive experience in business management. Shaokang Lu has served as our Chief Financial Officer since August 2024. Since May 2019, Mr. Lu has served as Board Secretary and IR Manager in Nasdaq-listed Nisun Group, and in related investment banking activities at Arc Group. His prior work experiences involved initial public offerings, de-SPAC transactions, and various related investor relations and public relations matters. He currently serves as an Investment Director at The Balloch (Holding) Group, a position he has held since January 2023, where his work involves deal sourcing, investment strategy development and implementation, due diligence on potential investment opportunities and deal execution. Mr. Lu holds bachelor degree from Hunan University, and master of science degree in quantitative finance from Hofstra University. We believe Mr. Lu is qualified to serve as our Chief Finance Officer due to his solid experience in investment across many industries. Jiawen Zhao has served as our Chief Investment Officer and a Director since August 2024. Ms. Zhao has multiple years of experiences in investment management. Since June 2022, she has served as an Investment Director at The Balloch (Holding) Group, where her work involves investment strategy development and implementation, due diligence on potential investment opportunities and deal execution surrounding mergers and acquisitions & private equity investments. Previously, she worked at Shanghai EasyFund Investment Management Co., Ltd. and Jianzhao Investment Management (Nanjing) Co., Ltd., where she performed a wide range of functions including macro and micro investment research, development and execution of strategic initiatives, developing and maintaining financial models to evaluate private equity investment opportunities and assessing their financial viability. Ms. Zhao received her master of finance degree from University of California, Riverside and her two bachelor’s degrees in management and English from Huazhong University of Science & Technology. We believe Ms. Zhao is well qualified to serve on our board of directors because of her extensive experience in private equity investment as well as participation in complex transactions. Ms. Zhao is a CFA charter-holder. Daniel John Paul Peart has served as an Independent Director on our board since August 2024. Mr. Peart holds a B.S. in engineering from Loughborough University in United Kingdom, and since July 2017, has served various corporate functions at Jaguar Land Rover for more than a decade including serving as Purchasing Vice President and Head of Central & Eastern Procurement. We believe Mr. Peart is well qualified to serve on our board of directors because of his extensive experiences in cross-border transactions, as well as his knowledge and experiences in corporate governance and operation for public companies. 85 Table of Contents Yan Liang has served as an Independent Director on our board since August 2024. Ms. Liang holds Bachelor of Finance from Shanghai International Studies University, since December 2021, has served as she has served as finance director and secretary of the board of directors for BaiXing.com since 2021, where she oversees financial and tax management, post-investment management as well as investor relationship. Prior to that, Ms. Liang was a Financial Consulting Partner at Suzhou Zhesida Management Consulting Co., Ltd. She provided corporate strategy consulting for tourism enterprise clients and corporate financial advisory services for startups and potential listed companies. Before her financial consulting career, from August 2014 to April 2019, Ms. Liang served as finance director of DerbySoft (Shanghai) Co. Ltd., a travel information technology company where she was heavily involved in engaging with financial and strategic investors and developing financing strategies for the company. Prior to that, Ms. Liang has ten years of IPO audit experience at E&Y China, including HSOL in NASDAQ, YOKU in NYSE, CEA in NYSE etc. Ms. Liang is a qualified CICPA, AICPA, CGMA and CIA. We believe Ms. Liang is well qualified to serve on our board of directors because of the confluence of her practical experience as corporate finance leader, her overall financial and market sophistication, and her broad network of relationships that can aid our search for an acquisition target. Sze Wai Lee has served as an Independent Director on our board since August 2024. Mr. Lee has more than 28 years of experiences in accounting, finance and investment. Mr. Lee has served as chairman of the board of directors and the chief executive officer of Shanghai Yingli Investment Management Co., Ltd., a PRC registered company engaged in the media business in China under the brand name “Forbes China,” since 2018 and since 2015, he also serves as the executive director and chief executive officer of Shanghai Capital Resources Investment Management Company Ltd., a PRC registered company engaged in commodities trading. Mr. Lee received his bachelor’s degree in Accounting from University of Wollongong in 1992. Mr. Lee is also a CPA of CPA Australia and a fellow member of the Hong Kong Institute of CPA. Mr. Lee has also served as independent director and audit committee chair of Plutonian Acquisition Corp. which completed its business combination in June 2024. We believe Mr. Lee is qualified to serve on our board of directors due to his extensive financial, commercial, corporate strategy, investment and transaction experience. Number, Terms of Office and Election of Officers and Directors Our Board of Directors consists of 5 members. Each of our directors will hold office until terminated as described in the Articles and Memorandum of Association. Subject to any other special rights applicable to the shareholders, any vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our ordinary shares. Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our Amended and Restated Memorandum and Articles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provides that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors. Director Independence The NASDAQ listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules. Our board has determined that each of Ms. Liang and Messrs. Lee and Peart are independent directors under applicable SEC and NASDAQ rules. Following the completion of our initial public offering, our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash or non-cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, officers and 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 sponsor, officers, directors or our or their affiliates. 86 Table of Contents After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, 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 by a compensation committee constituted solely by independent directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our Board of Directors has three standing committees: an audit committee, a compensation committee and a nominating committee. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules and a limited exception, NASDAQ rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NASDAQ rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the Board of Directors. The members of our audit committee are Yan Liang who serves as Chairperson and Daniel John Paul Peart and Sze Wai Lee. Each member of the audit committee is financially literate and our Board of Directors has determined that Yan Liang 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 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 discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● 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; and ● 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. 87 Table of Contents Compensation Committee We have established a compensation committee of the Board of Directors. The members of our Compensation Committee are Yan Liang, Daniel John Paul Peart and Sze Wai Lee and Yan Liang serves as chairwoman 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’s based on such evaluation; ● reviewing and approving the compensation of all of our other officers; ● reviewing 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; ● producing a report on executive compensation to be included in our annual proxy statement; and ● 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 the NASDAQ and the SEC. Nominating Committee We have established a nominating committee. The nominating committee is comprised of Yan Liang, Daniel John Paul Pear and Sze Wai Lee. Sze Wai Lee serves as Chairman of the committee. In accordance with Rule 5605 of the NASDAQ rules, all such directors are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee will consider persons identified by its members, management, stockholders, investment bankers and others. We have adopted a nominating committee charter, which details the principal functions of the nominating and, including: ● Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; ● Developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● Coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● Reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter also provides that the nominating committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Director Nominations Our nominating committee will recommend to the board of directors candidates for nomination for appointment at the annual general meeting. We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. 88 Table of Contents Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our Board of Directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We filed copies of our Code of Ethics and our audit committee, compensation committee and nominating committee charters as exhibits to the registration statement of which the prospectus formed a part prior to its effectiveness. 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 from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Insider Trading Policy The Company has adopted an insider trading policy which governs transactions in our securities by the Company and its directors, officers, employees, consultants, and contractors and is designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● directors should not improperly fetter the exercise of future discretion; ● duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our Amended and Restated Memorandum and Articles of Association provides that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director 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. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. 89 Table of Contents We do not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provides that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for to any director or officer on the one hand, and us, on the other. Members of our management team may participate in the formation of, invest in (on behalf of themselves, their affiliates or its and their clients), or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, members of our management team could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Potential investors should 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 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 management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see “— Directors, Executive Officers and Corporate Governance” for a description of our management’s other affiliations. ● our sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement shares and public shares in connection with the consummation of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our initial business combination within 12 months from the closing of this offering (or up to 15 or 18 months from the closing of this offering if we extend the period of time to consummate a business combination, as described in more detail in this Annual Report). If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of our public shares, and the private placement units and underlying securities will be worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or saleable by our sponsor until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) we consummate a subsequent liquidation, merger, share exchange or other similar transaction after our initial Business Combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement units and underlying securities will not be transferable, assignable or saleable by our sponsor until after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and rights following this 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 effectuate our initial business combination. ● our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination. ● our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination. ● our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Upon the closing of this offering, our sponsor will have invested in us an aggregate of $2,433,480, comprised of the $25,000 purchase price for the founder shares (or approximately $0.02 per share) and the $2,408,480 purchase price for the private placement units. Accordingly, our sponsor and management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares. 90 Table of Contents ● certain members of our management team will receive compensation upon consummation of our initial business combination, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such compensation will not be received unless we consummate such business combination. ● in the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. ● we are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, directors or members of our management team; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. The conflicts described above may not be resolved in our favor. 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. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Entity’s Business Affiliation Jialuan Ma Qomolangma Acquisition Corp. Special Purpose Acquisition Company Director Jiawen Zhao The Balloch (Holding) Group Investment Investment Director Shaokang Lu The Balloch (Holding) Group Investment Investment Director Sze Wai Lee Shanghai Yingli Investment Management Co., Ltd. Media Chairman of the board of directors and CEO Yan Liang Suzhou Zhesida Management Consulting Co., Ltd. Management consulting Financial Consulting Partner Independent director Daniel John Paul Peart Jaguar Land Rover Automobile production Head of Central & Eastern Europe Procurement (1) Each of the entities listed in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities. Accordingly, if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities 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 business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability to complete our initial business combination, because the specific focuses of a majority of these entities differ from our focus and the type or size of the transaction that such companies would most likely consider are of a size and nature substantially different than what we are targeting. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. 91 Table of Contents Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 12 months or up to 18 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement units may expire worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of 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. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, 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 business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares held by them (and their permitted transferees will agree) and any public shares purchased during or after the offering in favor of our initial business combination. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions. We also will obtain a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 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. 92 Table of Contents Item 11. EXECUTIVE COMPENSATION. No executive officer has received any cash compensation for services rendered to us during the year ended March 31, 2025. No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is). Directors, officers and founders will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us. After completion of our initial business combination, members of our management team who remain with us may be paid employment, consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act filing such as Current Report on Form 8-K, as required by the SEC. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards to our executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards in relation to the disclosure of material non-public information by the Company. Compensation Recovery and Clawback Policy Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if we are found to have misstated its financial results. We have adopted our Executive Compensation Clawback Policy (the “Clawback Policy”) in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our board of directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. The foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Clawback Policy, a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of June 26, 2025, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; ● each of our officers, directors and director nominees that beneficially own ordinary shares; and ● all our officers, directors and director nominees as a group. 93 Table of Contents 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. In the table below, the percentage ownership is based on 7,658,348 ordinary shares (which includes ordinary shares that are underlying the units) issued and outstanding as of June 26, 2025. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion of rights as the rights are not convertible within 60 days of this Report. Name and Address of Beneficial Owners (1) Amount and Nature of Beneficial Ownership Approximate Percentage of Outstanding Ordinary Shares UY Scuti Investments Limited (2)(3) 1,678,348 21.92 % Jialuan Ma (4) Sze Wai Lee (4) - - Daniel John Paul Peart (4) - - Shaokang Lu (4) - - Jiawen Zhao (4) - - Yan Liang (4) - - All directors and officers as a group (six individuals) 1,678,348 21.92 % Harraden Circle Investments, LLC (5) 665,000 9.96 % Feis Equities LLC / Lawrence M. Feis (6) 362,009 7.24 % Mizuho Financial Group, Inc. (7) 554,945 8.3 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002. (2) Represents shares held by our sponsor. Our sponsor is controlled by Guojian Zhang. UY Scuti Investments Limited possess the sole voting power and sole dispositive power with respect to the 1,678,348 ordinary shares held by UY Scuti Investments Limited. Information is based solely on a report on Schedule 13D filed by UY Scuti Investments Limited on April 15, 2025. The principal business office of UY Scuti Investments Limited is 39 East Broadway, Suite 603, New York, New York, 10002. (3) Includes the 240,848 private placement units purchased by our sponsor simultaneously with the consummation of the initial public offering. (4) Such individual does not beneficially own any of our ordinary shares. However, such an individual has a pecuniary interest in our ordinary shares through his ownership of shares of our sponsor. (5) Represents shares directly beneficially owned by Harraden Circle Investments, LLC (“Harraden Adviser”), Harraden Circle Investors GP, LP (“Harraden GP”), Harraden Circle Investors GP, LLC (“Harraden LLC”), Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”), and Frederick V. Fortmiller, Jr. is the managing member of each of Harraden LLC and Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Adviser, Harraden GP, Harraden LLC, Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund. Information is based solely on a report from a Schedule 13 G filed on April 7, 2025. The business address of each of the foregoing is 299 Park Avenue, 21 st Floor, New York, New York 10171. (6) Represents shares directly beneficially owned by Feis Equities LLC (“Feis”) and Lawrence M. Feis (“Lawrence”). Feis and Lawrence possess the sole voting power and sole dispositive power with respect to the 362,009 ordinary shares held by Feis and Lawrence. Information is based solely on a report on Schedule 13G filed by Feis and Lawrence on April 8, 2025. The principal business office of Feis and Lawrence is located at 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025. (7) Represent shares directly beneficially owned by Mizuho Financial Group, Inc. (“Mizuho”). Mizuho posses the sole voting power and sole dispositive power with respect to the 554,945 ordinary shares held by Mizuho. Information is based solely on a report on Schedule 13G filed on May 13, 2025. The business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan . 94 Table of Contents Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Due to the abovementioned section, the Company conducts periodic review of such forms furnished to us and written representations from certain reporting persons. Based solely on a review of copies of such forms submitted to us, we believe that all persons subject to the requirements of Section 16(a) filed such reports on a timely basis during the fiscal year ended March 31, 2025, with the exception of the following late filed Form 3s. These consist of the following: 1. The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by our Chief Financial Officer, Shaokang Lu. The delinquent filing was due to an administrative oversight and the required Form 3 has been filed with the Securities and Exchange Commission on April 2, 2025. 2. The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by our Sponsor, UY Scuti Investments Limited. The delinquent filing was due to an administrative oversight and the required Form 3 has been filed with the Securities and Exchange Commission on April 2, 2025. 3. The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by one of our independent directors, Daniel John Paul Peart. The delinquent filing was due to an administrative oversight and the required Form 3 has been filed with the Securities and Exchange Commission on May 21, 2025. Item 13. Certain Relationships, and Related Transactions and Director Independence On August 2, 2024, our sponsor entered into a subscription agreement with us to purchase 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share. Due to the reduction in the offering size, we and our sponsor subsequently amended such securities subscription agreement, pursuant to which we subsequently cancelled 287,500 founder shares such that our sponsor now owns an aggregate of 1,437,500 founder shares for an aggregate purchase price of $25,000. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. Our sponsor purchased an aggregate of 240,848 private placement units at a price of $10.00 per unit in a private placement that closed simultaneously with the closing of the initial public offering. Each unit consists of one private placement share and one private placement right granting the holder thereof the right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination. The private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until after the completion of our initial business combination. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. We entered into an Administrative Services Agreement with UY Scuti Investments Limited, our sponsor, pursuant to which we pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months, an affiliate of our sponsor will be paid a total of $180,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses. Pursuant to a letter agreement that we entered into with each of our officers, directors and Sponsor, the founder shares, private placement units and any underlying securities are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into with us by our sponsor. Those lock-up provisions provide that such securities are not transferable or saleable in the case of (A) the founder shares, until the earlier of (x) six months after the date of the consummation of our initial business combination or (y) the date on which the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) we consummate a subsequent liquidation, merger, share exchange or other similar transaction after our initial Business Combination which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property; and (B) in the case of the private placement units and the underlying securities, until the completion of our initial business combination, except in each case (a) to our sponsor’s officers or directors, any affiliates or family members of our sponsor or any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the event of our liquidation prior to our completion of our initial business combination; or (f) by virtue of the laws of the Cayman Islands or our sponsor’s constitutional documents upon dissolution of our sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions). 95 Table of Contents In addition, pursuant to the letter agreement with our initial stockholders, officers and directors, such persons have also agreed: (i) to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe set forth therein or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed, pursuant to such letter agreement, to vote their founder shares, private placement shares and any public shares purchased during or after this offering in favor of our initial business combination. Our sponsor, officers and 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 sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of 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 (and/or its designees) had agreed to loan us up to $500,000 to be used for a portion of the expenses of the initial public offering. As of March 31, 2025, December 31, 2024, and the date of the prospectus, we had received advances in the amount of nil, $416,584, and $416,584, respectively, which amount was included in the amounts that were due under the note. This loan was non-interest bearing, unsecured and was due at the earlier of December 31, 2025 or the closing of the initial public offering. The loans were repaid upon the closing of the initial public offering out of the estimated $500,000 of funds reserved for the payment of offering expenses. The amount of the purchase price payable by our sponsor for the private placement units as described above and elsewhere were offset in part by amounts which may be due under the note. The value of our sponsor’s interest in this transaction corresponds to the principal amount outstanding under any such loan. In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares, private placement units and units issued upon conversion of working capital loans (if any), and the securities underlying the private placement units and the working capital loans (if any). Under this registration rights agreement, the holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and 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. 96 Table of Contents Related Party 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 have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board of 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. A form of the code of ethics that we adopted was filed as an exhibit to the registration statement of which the prospectus formed a part. In addition, our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee charter that we adopted was filed as an exhibit to the registration statement of which the prospectus formed a part. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of the initial public offering held in the trust account prior to the completion of our initial business combination: ● Repayment of up to an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; ● Payment to an affiliate of our sponsor UY Scuti Investments Limited of $10,000 per month, for 12 months (or up to 18 months if we extend the period of time to consummate a business combination), for office space, utilities and secretarial and administrative support; ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. 97 Table of Contents Item 14 . Principal Accountant Fees and Services. WWC, P.C. has served as the independent registered public accounting firm from January 18, 2024, through June 5, 2025, and the total fees paid to them for such a period were $82,500, as described below. Such fees related to audit services provided by WWC, P.C. On June 5, 2025, the Audit Committee dismissed WWC, P.C. as the Company’s independent registered public accounting firm. The following is a summary of fees paid or to be paid to WWC, P.C., for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WWC, P.C. in connection with our initial public offering and regulatory filings till June 5, 2025. The aggregate fees billed by WWC, P.C. for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K and Form S-1 for the respective periods and other required filings with the SEC through June 5, 2025 was $ 82,500 in total. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. 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 WWC, P.C. for consultations concerning financial accounting and reporting standards for the period from January 18, 2024, through June 5, 2025. Tax Fees . We did not pay WWC, P.C. for tax planning and tax advice for the period from January 18, 2024, through June 5, 2025. All Other Fees . We did not pay WWC, P.C. for other services for the period from January 18, 2024, through June 5, 2025. On June 5, 2025, the Audit Committee of the Board of Directors approved the engagement of Audit Alliance LLP (“Audit Alliance”) as our new independent registered public accounting firm for the fiscal year ended March 31, 2025 and 2024, and the audit fees for such period paid to Audit Alliance were $45,000. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services before the formation of the audit committee, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 98 Table of Contents PART IV Item 15 . Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Form 10-K: (1) The Financial statements listed on the Financial Statements Table of Contents CONTENTS PAGE(S) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487) F-2 BALANCE SHEETS AS OF MARCH 31, 2025 AND 2024 F-3 STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-4 STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-5 STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-6 NOTES TO THE FINANCIAL STATEMENTS F-7 99 Table of Contents Exhibit No. Description 1.1 Underwriting Agreement between Registrant and Maxim Group LLC. (1) 3.1 Second Amended and Restated Memorandum and Articles of Association. (1) . 4.1 Specimen Unit Certificate (2) 4.2 Specimen Ordinary Share Certificate (2) 4.3 Specimen Right Certificate (2) 4.4 Rights Agreement between Continental and the Registrant, dated as of March 31, 2025. (1) 10.1 Letter Agreement among the Registrant, and its officers, directors, Maxim Group LLC and UY Scuti Investments Limited, dated as of March 31, 2025 (1) . 10.2 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, dated as of March 31, 2025. (1) 10.3 Registration Rights Agreement between the Registrant and certain security holders, dated as of March 31, 2025 (1) . 10.4 Securities Subscription Agreement, dated August 2, 2024, between the Registrant and UY Scuti Investments Limited. (2) 10.5 Amended Securities Subscription Agreement between the Registrant and UY Scuti Investments Limited (2) . 10.6 Private Placement Units Purchase Agreement between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025. (1) . 10.7 Indemnity Agreement dated as of March 31, 2025 between the Company, its officers and directors (1) 10.8 Administrative Services Agreement, by and between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025 (1) . 10.9 Amended Securities Subscription Agreement, dated December 2, 2024, between the Registrant and UY Scuti Investments Limited (2) . 14.1 Form of Code of Ethics (2) 19.1 Insider Trading Policy * 31.1 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 97.1 Clawback Policy (2) 101.INS XBRL Instance Document.* 101.SCH XBRL Schema Document.* 101.CAL XBRL Calculation Linkbase Document.* 101.DEF XBRL Definition Linkbase Document.* 101.LAB XBRL Label Linkbase Document.* 101.PRE XBRL Presentation Linkbase Document.* 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2025. (2) Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 11, 2025. ITEM 16. Form 10-K Summary None. 100 Table of Contents Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized as of July 11, 2025. UY SCUTI ACQUISITION CORP. By: /s/ Jialuan Ma Jialuan Ma Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Jialuan Ma Chief Executive Officer and Director July 11, 2025 Jialuan Ma (Principal Executive Officer) /s/ Shaokang Lu Chief Financial Officer July 11, 2025 Shaokang Lu (Principal Financial Officer) /s/ Jiawen Zhao Chief Investment Officer and Director July 11, 2025 Jiawen Zhao /s/ Sze Wai Lee Director July 11, 2025 Sze Wai Lee /s/ Daniel John Paul Peart Director July 11, 2025 Daniel John Paul Peart /s/ Yan Liang Director July 11, 2025 Yan Liang 101 Table of Contents UY Scuti ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS CONTENTS PAGE(S) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487 ) F-2 BALANCE SHEETS AS OF MARCH 31, 2025 AND 2024 F-3 STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-4 STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-5 STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 F-6 NOTES TO THE FINANCIAL STATEMENTS F-7 F- 1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of UY Scuti Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of UY Scuti Acquisition Corp. (the “Company”), as of March 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ (deficit) equity, and cash flows for the year ended March 31, 2025 and for the period from January 18, 2024 (inception) through March 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 March 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended March 31, 2025 and for the period from January 18, 2024 (inception) through March 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Material Uncertainty Related to Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As report in Note 1 to the financial statements, the Company incurred a net loss of $156,520 and negative cash flow of $203,779 in operating activities during the year ended March 31, 2025. As of that date, the Company had a working capital deficit of $138,268 and shareholders’ deficit of $163,268. These events or conditions indicate the existence of material uncertainty which may cast significant doubt on the Company’s ability to continue as going concern. The financial statements have been prepared on the going concern basis as management of the Company has evaluated and concluded that the management’s plans in regard to these matters are described in Note 1. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that the business combination might not happen within the 12-month period from the issuance date of these financial statements. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern and therefore they may not be able to realize their assets and discharge their liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect of this matter. 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 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’s 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 Company internal control over financial reporting. Accordingly, we express no such opinion. 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 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/ Audit Alliance LLP We have served as the Company’s auditor since 2025. Singapore July 11, 2025 F- 2 Table of Contents UY SCUTI ACQUISITION CORP. BALANCE SHEETS As of March 31 2025 2024 Assets Cash and cash equivalents $ 17,221 $ - Deferred offering costs 222,095 90,000 Total Assets $ 239,316 $ 90,000 Liabilities and Shareholders’ (Deficit) Equity Current Liabilities Accrued expenses 40,000 40,000 Due to related parties - 31,748 Promissory Note - related party 337,584 - Total Current Liabilities $ 377,584 $ 71,748 Commitments and Contingencies – (see Note 6) Shareholders’ (Deficit) Equity Preference shares, $ 0.0001 par value; 10,000,000 shares authorized; nil and nil shares issued and outstanding as of March 31, 2025 and 2024, respectively. - - Ordinary shares, $ 0.0001 par value; 490,000,000 shares authorized; 1,437,500 and 1,437,500 shares issued and outstanding as of March 31, 2025 and 2024, respectively*. 144 144 Additional paid-in capital 24,856 24,856 Accumulated deficit ( 163,268 ) ( 6,748 ) Total Shareholders’ (Deficit) Equity ( 138,268 ) 18,252 Total Liabilities and Shareholders’ (Deficit) Equity $ 239,316 $ 90,000 * Includes an aggregate of up to 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents UY SCUTI ACQUISITION CORP. STATEMENTS OF OPERATIONS For the fiscal year ended March 31, 2025 For the period from January 18, 2024 (inception) through March 31, 2024 Formation and operating costs $ 156,520 $ 6,748 Net loss $ ( 156,520 ) $ ( 6,748 ) Basic and diluted weighted average shares outstanding (1) 1,250,000 1,250,000 Basic and diluted net loss per ordinary share $ ( 0.11 ) $ ( 0.01 ) (1) Excludes an aggregate of up to 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents UY SCUTI ACQUISITION CORP. STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024 Additional Total Shareholders’ Ordinary Shares Paid-in Accumulated (Deficit) Shares Amount Capital Deficit Equity Balance as of January 18, 2024 (Inception) - $ - $ - $ - $ - Issuance of ordinary shares to Sponsor (1) 1,437,500 144 24,856 - 25,000 Net loss - - - ( 6,748 ) ( 6,748 ) Balance as of March 31, 2024 1,437,500 $ 144 $ 24,856 ( 6,748 ) $ 18,252 Net loss - - - ( 156,520 ) ( 156,520 ) Balance as of March 31, 2025 1,437,500 $ 144 $ 24,856 $ ( 163,268 ) $ ( 138,268 ) (1) Includes an aggregate of up to 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents UY SCUTI ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the fiscal year ended March 31, 2025 For the period from January 18, 2024 (inception) through March 31, 2024 Cash Flows from Operating Activities: Net loss ( 156,520 ) ( 6,748 ) Adjustments to reconcile net cash used in operating activities: Formation and operating costs paid by Sponsor 57,336 6,748 Changes in operating assets and liabilities Deferred offering costs ( 104,595 ) - Net cash used in operating activities ( 203,779 ) - Cash Flows from Financing Activities: Proceeds from promissory note payable - related party 300,000 - Repayment of promissory note payable - related party ( 79,000 ) Net cash generated by financing activities 221,000 - Net change in cash 17,221 - Cash at beginning of year/period - - Cash at end of the year/period $ 17,221 $ - Supplemental Disclosure of Non-cash Activities Deferred offering costs paid by Sponsor in exchange for the issuance of ordinary shares - 25,000 Deferred offering costs included in accrued expenses 40,000 40,000 Deferred offering cost paid by Sponsor 27,500 25,000 Paid off the advances from Sponsor balance by drawing down on the promissory note $ 89,248 $ - The accompanying notes are an integral part of these financial statements. F- 6 Table of Contents UY SCUTI ACQUISITION CORP. NOTES TO THE FINANCIAL STATEMENTS Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION UY Scuti Acquisition Corp. (the “Company”), is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on January 18, 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 or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. 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 March 31, 2025, the Company had not commenced any operations. All activities through March 31, 2025 are related to the Company’s formation and the initial public offering (“IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected March 31 as its fiscal year end. The Company’s sponsor is UY Scuti Investments Limited (the “Sponsor”), a British Virgin Islands company. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the Sponsor (see Note 4). The registration statement for the Company’s IPO was declared effective on March 31, 2025. On April 1, 2025, the Company consummated its IPO of 5,000,000 units (the “Public Units”), which is described in Note 3. Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per share (“Ordinary Share”) and one right to receive one-fifth (1/5th) of one Ordinary Share upon the consummation of an initial business combination (“Right”). The Public Units were sold at an offering price of $ 10.00 per Public Unit, generating gross proceeds of $ 50,000,000 . Simultaneously with the closing of the IPO on April 1, 2025, the Company consummated the private placement (“Private Placement”) with UY Scuti Investments Limited, its Sponsor, of 227,500 units (the “Private Units”) at a price of $ 10.00 per Private Unit, generating total gross proceeds of $ 2,275,000 , which is described in Note 4. The Company also issued to Maxim Group LLC, the representative of the underwriter, 200,000 ordinary shares (the “Representative Shares”) on the closing of the IPO. Transaction costs amounted to $ 3,019,884 consisting of $ 875,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 1,812,600 of the Representative Shares (discussed below), and $ 332,284 of other offering costs. At the IPO date, cash of $ 809,914 (which is net of funds used to repay the then outstanding balance of the Promissory Note described in Note 5) was held outside of the Trust Account (as defined below) and is available for working capital purposes. In connection with the IPO, the underwriters were granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional units to cover over-allotments (the “Option Units”), if any. On April 7, 2025, the underwriter exercised the over-allotment option in part to purchase an additional 357,622 Option Units of the Company (the “Over-Allotment Option”) at an offering price of $ 10.00 per Option Unit of the Company, generating gross proceeds of $ 3,576,220 which was deposited into the Trust Account. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Option Units of the Company at an offering price of $ 10.00 per Option Unit, for gross proceeds of $ 3,923,780 , which amount was deposited into the Trust Account, which is described in Note 3. Simultaneously with the issuance and sales of the Option Units, the Company completed a private placement sale of additional 13,348 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $ 10.00 per Additional Private Unit, generating gross proceeds of $ 133,480 , including the cancellation of $ 62,580 of indebtedness. In connection with the issuance and sales of the Option Units, the Company issued additional 30,000 Representative Shares to the Representative. The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. F- 7 Table of Contents As of April 9, 2025, an aggregate of $ 57,500,000 has been deposited in the Trust Account established in connection with the IPO. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding income taxes payable on the interest earned) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post-transaction company 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 complete a Business Combination successfully. Upon the closing of the IPO, management has agreed that $ 10.00 per Unit sold in the IPO, including a portion of the proceeds of the sale of the Private Units, will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less, or in money market funds meeting certain conditions of Rule 2a-7 of the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, as determined by the Company. The proceeds from this offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the initial business combination, or (2) to public shareholders, until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any ordinary shares sold as part of the units in this offering (the “public shares”) properly submitted in connection with a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100 % of the Company’s public shares if the Company does not complete the initial business combination within 12 months from the closing of this offering or up to 18 months from the closing of the initial public offering (an “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of the Company’s ordinary shares, and (c) the redemption of the Company’s public shares if it has not consummated the business combination within 18 months from the closing of this offering or during any Extension Period, subject to applicable law. Public shareholders who redeem their ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if the Company has not consummated an initial business combination within 18 months from the closing of this offering, with respect to such ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 18 months from the closing of the IPO or during any Extension Period to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial 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 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 and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights 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 shareholders and its board of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete the Business Combination within the 18 months from the closing of this offering or during any Extension Period. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. F- 8 Table of Contents The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all. As a result, the Company may not be able to consummate such initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period, if at all. The Company will have until April 1, 2026 (or up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by April 1, 2026 (or up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months), 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 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 (less up to $ 100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by April 1, 2026 (or up to October 1, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months). Pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, in order to extend the time available for the Company to consummate its initial Business Combination, its sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit an aggregate of $500,000, or up to $575,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per public share in either case), on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $1,000,000 (or $1,150,000 if the underwriters’ over-allotment option is exercised in full), or $0.20 per public share if the Company extends for the full six months). Going Concern Consideration As of March 31, 2025, the Company had $ 17,221 of cash and cash equivalents, a working capital deficit of $ 138,268 and shareholders’ deficit of $ 163,268 . For the fiscal year ended March 31, 2025, we had a net loss of $ 156,520 and negative cash flow of $ 203,779 in operating activities. As discussed above, the Company received $ 337,584 in advances from our sponsor and upon completion of the IPO, $ 809,914 of cash was held outside of the Trust Account and no balance due to the sponsor. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company initially has until April 1, 2026 to consummate the initial Business Combination (assume no extensions). If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 12-month period from the issuance date of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management has determined that such additional condition raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to consummate the initial Business Combination to continue as a going concern. As of March 31, 2025, we received $ 337,584 in advances from our sponsor, which amount was included as amounts owed under the promissory note with our sponsor. Upon the closing of our IPO, we had no balance due to the sponsor. F- 9 Table of Contents Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The accompanying financial statements are as of a date prior to the completion of the IPO and Private Placement described in Note 1, and therefore do not reflect the accounting for the sale of securities in the IPO and Private Placement, along with the offering costs incurred, including the issuance of the Representative Shares. Emerging Growth Company 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 (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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, the Company have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument. Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. 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. Operating Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Chief Executive Officer and Chairman of the Board, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the CODM comprehensively manages the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements. F- 10 Table of Contents 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 has cash and cash equivalents of $ 17,221 and nil as of March 31, 2025 and 2024, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, in Hong Kong, which, at times, may exceed the Deposit Protection Scheme (the “DPS”) HK$ 500,000 (approximately $ 64,000 ). The Company has not experienced losses on these accounts. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1. Deferred offering costs consist of legal, accounting, and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of March 31, 2025, and 2024, the Company had deferred offering costs of $ 222,095 and $ 90,000 , respectively. Income Taxes 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. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding shares of ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of up to 187,500 shares ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 5). As of March 31, 2025, and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share 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. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“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. The Company adopted this guidance as of April 1, 2024. The adoption resulted in disclosure changes only. F- 11 Table of Contents In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. The Company is currently evaluating the impact of this ASU on its financial statements. In November 2024, the FASB has released ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The purpose of this update is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling expenses, general and administrative expenses, and research and development expenses). ASU 2024-04 is effective for all public business entities, for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Any entity qualified as public business entity shall apply ASU 2024-04 prospectively to financial statements issued for current period and all comparative periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. In November 2024, the FASB issued No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU on its financial statements. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently evaluating the impact of this ASU on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. Note 3 — INITIAL PUBLIC OFFERING On April 1, 2025, the Company sold 5,000,000 Units, at a price of $ 10.00 per Unit. Each Unit consists of one ordinary share, par value $0.0001 per share and one right (the “Public Right”). Each Public Right entitles the holder to purchase one-fifth (1/5) of one ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples of 5 in order to receive shares for all of their Public Rights upon closing of a Business Combination. The Company had also granted the underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments, if any. On April 7, 2025, the underwriter exercised the over-allotment option in part to purchase an additional 357,622 Option Units of the Company (the “Over-Allotment Option”) at an offering price of $ 10.00 per Option Unit of the Company, generating gross proceeds of $ 3,576,220 which was deposited into the Trust Account. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Option Units of the Company at an offering price of $ 10.00 per Option Unit, for gross proceeds of $ 3,923,780 , which amount was deposited into the Trust Account. The holders of the Units became eligible to separately trade the ordinary shares and the Public Rights beginning on May 27, 2025. F- 12 Table of Contents Note 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 227,500 Initial Private Placement Units at a price of $ 10.00 per Initial Private Placement Units for an aggregate purchase price of $ 2,275,000 . Each Initial Private Placement Unit was identical to the Public Units sold in the IPO except for certain registration rights and transfer restrictions. Simultaneously with the issuance and sales of the Option Units, the Company completed the private placement sale of an additional 13,348 units to the Sponsor at a purchase price of $ 10.00 per Additional Private Unit. The Private Placement generated total proceeds of $ 2,408,480 , including the cancellation of $ 337,580 of indebtedness. Note 5 — RELATED PARTY TRANSACTIONS Founder Shares Pursuant to the Securities Subscription Agreement dated August 2, 2024, the Sponsor agreed to purchase 1,725,000 ordinary shares (the “Founder Shares”) for an aggregate price of $ 25,000 . Due to the reduction in the offering size, the Company and sponsor subsequently entered into the Amended Subscription Agreement pursuant to which the Sponsor agreed to surrender for no consideration, and the Company subsequently cancelled, 287,500 ordinary shares previously issued the Sponsor, such that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $ 25,000 , with a par value $ 0.0001 . As of March 31, 2025, and 2024, there were 1,437,500 ordinary shares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On April 7, 2025, the underwriter exercised the Over-Allotment Option in part to purchase an additional 357,622 Units of the Company. On April 7, 2025, the underwriter notified the Company of its exercise of the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Units of the Company at an offering price of $10.00 per Unit. Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares will no longer be subject to forfeiture. The Founder shares except as described below, are identical to the ordinary shares included in the units being sold in this offering, and holders of Founder shares have the same shareholder rights as public shareholders, except that (a) the Founder shares are subject to certain transfer restrictions, as described in more detail below; (b) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder shares in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to their Founder shares, private placement shares and public shares held by them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100 % of our public shares if we have not consummated our initial business combination within the timeframe set forth therein or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder shares and private placement shares if the Company fails to complete our initial business combination within 12 months from the closing of this offering (or up to 18 months from the closing of this offering if the Company extend the period of time to consummate a business combination, as described in more detail in this prospectus) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete the Company’s initial business combination within the prescribed time frame) and (c) are entitled to certain registration rights to provide for the resale of such shares under the Securities Act. If the Company submits its initial Business Combination to its public shareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder shares, private shares and any public shares purchased during or after this offering in favor of its initial Business Combination. The other members of the Company’s management team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public shares acquired by them in or after this offering. F- 13 Table of Contents 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 our independent registered public accounting firm) for services rendered or products sold to the Company, or by 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 (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims. The initial shareholders have agreed, not to transfer, assign or sell 100 % of its Founder Shares until the earlier of (x) six months after the date of the consummation of the Company’s initial business combination or (y) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (z) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction after its initial Business Combination which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note – related party On June 20, 2024, the Sponsor agreed to loan the Company up to an aggregate amount of $ 500,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of: (i) December 31, 2024 or (ii) the date on which the Company closes the IPO. On January 27, 2025, the Promissory Note was amended and restated to be payable on the earlier of (i) December 31, 2025, or (ii) the consummation of the offering. The balance of Promissory Note was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on April 1, 2025. As of March 31, 2025, and 2024, the principal amount due and owing under the Promissory Note was $ 337,584 and nil , respectively. Due to related parties As of March 31, 2025, and 2024, the Company had a balance of nil and $ 31,748 and, respectively, due to a related party, the Sponsor, to cover the Company’s formation and operating costs as well as deferred offering costs. During the fiscal year ended March 31, 2025, the Company has paid off the amount due to Sponsor by drawing down the Promissory Note. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such working capital loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Placement Units. As of March 31, 2025, the Company had no borrowings under the Related Party Loans. Administrative Support Services Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. F- 14 Table of Contents Note 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares and Private Placement Units (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial 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 Maxim, the representative of the underwriters, a 45-day option from the date of this prospectus to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriters will be entitled to a cash underwriting discount of 1.75 % of the gross proceeds of the IPO, or $ 875,000 (or $ 1,006,250 if the over-allotment option is exercised in full). Additionally, the Company issued the underwriter 4 % of the gross proceeds of this offering as underwriting discounts and commissions in the form of Representative Shares at a price of $ 10.00 per ordinary share, which will equal 200,000 shares (or 230,000 shares if the underwriter’s overallotment option is exercised in full) upon the consummation of this offering. In connection with the closing of the IPO, the Company issued 200,000 Representative Shares to the underwriter. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to Maxim, the representative of the underwriters. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in the IPO pursuant to FINRA Rule 5110I (1). Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of the commencement of sales in the IPO except to any underwriter and selected dealer participating in the IPO and their officers, partners, registered persons or affiliates. Note 7 — SHAREHOLDERS’ EQUITY Preference Share The Company is authorized to issue 10,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2025 and 2024, there were no preference shares issued or outstanding. Ordinary shares The Company is authorized to issue 490,000,000 shares of ordinary share with $ 0.0001 par value. Pursuant to the Securities Subscription Agreement dated August 2, 2024, the Sponsor agreed to purchase 1,725,000 Founder Shares for an aggregate price of $ 25,000 . Due to the reduction in the offering size, the Company and sponsor subsequently entered into the Amended Subscription Agreement pursuant to which the Sponsor agreed to surrender for no consideration and the Company subsequently cancelled, 287,500 ordinary shares previously issued the Sponsor, such that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $ 25,000 , with a par value $ 0.0001 . As of March 31, 2025, and 2024, there were 1,437,500 ordinary shares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. F- 15 Table of Contents Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will receive one-fifth (1/5) of an ordinary share upon consummation of the initial Business Combination. In the event the Company will not be the surviving company upon completion of our 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-fifth (1/5) of a share underlying each right upon consummation of the Business Combination unless otherwise waived in the course of the Business Combination. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Law. Note 8 — 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 customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating 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. The net loss is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess financial performance. The Company does not have an operating income and therefore, it does not have any revenue. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. The Company’s significant expenses were formation and operating costs as detailed below. The measure 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, which include the following: For the fiscal year ended March 31, 2025 For the period from January 18, 2024 (inception) through March 31, 2024 Formation and operating costs $ 156,520 $ 6,748 Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Public Offering and eventually a Business Combination within the business combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period. Formation and operating 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. As of March 31, 2025, and 2024, the Company had total assets of $ 239,316 and $ 90,000 , respectively. See the Company’s balance sheets for additional information. F- 16 Table of Contents Note 9 — 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 on the review, management identified the following subsequent events that would have required adjustment or disclosure in the financial statements. As discussed in Note 1, 3, and 4, on April 1, 2025, the Company consummated its IPO of 5,000,000 Units at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 50,000,000 . Simultaneously with the closing of the IPO, the Company consummated a private placement of 227,500 Private Placement Units to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,275,000 , including the cancellation of $ 275,000 of indebtedness. The Company had also granted the underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments, if any. As discussed in Note 5, on April 1, 2025, the Company repaid the then outstanding Promissory note - related party balance of $ 337,584 to the Sponsor upon the closing of the IPO. As discussed in Note 1, 3, 4, and 5, on April 7, 2025, the underwriter exercised of the Over-Allotment Option in part to purchase an additional 357,622 Units of the Company at an offering price of $ 10.00 per Unit, generating gross proceeds of $ 3,576,220 , which was deposited into the Trust Account. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Units of the Company at an offering price of $ 10.00 per Unit, which resulted in gross proceeds of $ 3,923,780 and was deposited into the Trust Account. Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares are no longer be subject to forfeiture. Simultaneously with the closing of the Over-Allotment Option, the Company consummated the sale of a total of 13,348 additional Private Placement Units to the Sponsor at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 133,480 , including the cancellation of $ 62,580 of indebtedness. As discussed in Note 3, the holders of the Units were granted the right to separately trade the ordinary shares and the Public Rights beginning on May 27, 2025. F- 17