What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-14 compared with 2025-07-11 · 1584 added, 1313 removed, 380 unchanged (88% of the section changed)

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

Changes in Internal Control over Financial

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.

of Disclosure Controls and Procedures

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, 2026, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that,

as of March 31, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.

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.

Report on Internal Controls Over Financial Reporting

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

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

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

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance

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

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the consolidated financial statements.

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

financial statements.

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

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

Management assessed the effectiveness of our internal control over financial reporting on March 31, 2026.

In making these assessments,

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

— Integrated Framework (2013).

Based on our assessments and those criteria, our management concluded that our internal control

over financial reporting was effective as of March 31, 2026.

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

as an emerging growth company under the JOBS Act.

in Internal Control over Financial Reporting

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.

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.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Our current directors and

executive officers are as follows:

Chief Executive Officer and Director

Chief Financial Officer

Chief Investment Officer and Director

Independent Director

Daniel John Paul Peart

Independent Director

has served as our Chief Executive Officer and a Director since August 2024.

Ma has extensive experience relating to financial

and business management.

Trading Arrangements

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);

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

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

current directors and executive officers are as follows:

Executive Officer and Director

Financial Officer, Chief Investment Officer and Director

John Paul Peart

Ma has served as our Chief Executive Officer and a Director since August 2024.

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

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

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.

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.

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.

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 August 2021, she has also served as independent director at Qomolangma Acquisition

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.

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.

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.

has served as our Chief Investment Officer and a Director since August 2024.

Zhao has multiple years of experiences in investment

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.

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.

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.

Ma is qualified to

serve as our Chief Executive Officer and director due to her extensive experience in business management.

Zhao has served as our Chief Investment Officer and a Director since August 2024 and was appointed as our Chief Financial

Officer in March 2026.

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.

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.

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.

Zhao is a CFA charter-holder.

Daniel John Paul Peart

has served as an Independent Director on our board since August 2024.

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.

Zhao is a CFA

charter-holder.

John Paul Peart has served as an Independent Director on our board since August 2024.

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.

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.

Yan Liang has

served as an Independent Director on our board since August 2024.

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.

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.

Liang has served as an Independent Director on our board since August 2024.

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.

her financial consulting career, from August 2014 to April 2019, Ms.

Liang served as finance director of DerbySoft (Shanghai) Co.

a travel information technology company where she was heavily involved in engaging with financial and strategic investors and developing

financing strategies for the company.

corporate strategy consulting for tourism enterprise clients and corporate financial advisory services for startups and potential listed

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.

Liang has ten years of IPO audit experience at E&Y

China, including HSOL in NASDAQ, YOKU in NYSE, CEA in NYSE etc.

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.

has served as an Independent Director on our board since August 2024.

Lee has more than 28 years of experiences in accounting,

finance and investment.

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.

Lee received his bachelor’s degree in

Accounting from University of Wollongong in 1992.

Lee is also a CPA of CPA Australia and a fellow member of the Hong Kong Institute

Lee has also served as independent director and audit committee chair of Plutonian Acquisition Corp.

which completed

its business combination in June 2024.

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.

Wai Lee has served as an Independent Director on our board since August 2024.

Lee has more than 28 years of experiences

in accounting, finance and investment.

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.

his bachelor’s degree in Accounting from University of Wollongong in 1992.

Lee is also a CPA of CPA Australia and a fellow

member of the Hong Kong Institute of CPA.

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.

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.

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.

Lee is qualified to serve on our board

of directors due to his extensive financial, commercial, corporate strategy, investment and transaction experience.

Terms of Office and Election of Officers and Directors

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.

officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms

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.

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.

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:

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.

and Director Compensation

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.

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

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.

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.

of the Board of Directors

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;

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

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;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides

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

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

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

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

Nominating Committee

We have established a nominating

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;

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.

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 .

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.

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.

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

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;

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

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

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;

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;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

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;

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.

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:

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;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

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

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

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

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

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.

have established a nominating committee.

The nominating committee is comprised of Yan Liang, Daniel John Paul Pear and Sze

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

have adopted a nominating committee charter, which details the principal functions of the nominating and, including:

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;

and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance

of the company;

on a regular basis our overall corporate governance and recommending improvements as and when necessary.

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.

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.

Committee Interlocks and Insider Participation

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.

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;

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.

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

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

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.

amended and restated memorandum and articles of association provides that to the fullest extent permitted by applicable law:

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

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.

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

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual

Individual (1)

Entity’s Business

Qomolangma Acquisition Corp.

Special Purpose Acquisition Company

The Balloch (Holding) Group

Investment Director

The Balloch (Holding) Group

Investment Director

Shanghai Yingli Investment Management Co., Ltd.

Chairman of the board of directors and CEO

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

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

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.

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

to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Trading Policy

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.

Cayman Islands law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different sections of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

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.

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.

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.

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.

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.

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.

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

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.

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.

officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business

activities similar to those intended to be conducted by our company.

we consummate our initial business combination, our officers, directors, and other insiders will not receive reimbursement for any

out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in

the trust account.

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 our initial public offering (or up to 24

months from the closing of our initial public 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 our initial public offering, our officers and directors may have a conflict of interest in determining

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

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.

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

sponsor and members of our management team directly or indirectly own our securities, 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

Upon the closing of our initial public 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.

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.

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.

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.

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.

conflicts described above may not be resolved in our favor.

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

to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

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

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

opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our current Amended and Restated Memorandum and Articles

of Association provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in

circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have.

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 pre-existing fiduciary or contractual obligations, subject to their fiduciary duties under Cayman Islands law,

he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity.

We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially

undermine our ability to complete our business combination.

is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Acquisition Corp.

Purpose Acquisition Company

Balloch (Holding) Group*

Yingli Investment Management Co., Ltd.*

of the board of directors and CEO

Zhesida Management Consulting Co., Ltd.*

Consulting Partner Independent director

John Paul Peart

of Central & Eastern Europe Procurement

of the entities listed in this table designated with an asterisk 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.

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.

In the case that our Sponsor, directors, and officers sponsor,

or otherwise become involved with, any other SPACs prior to completing our initial business combination in the future, we expect that

our company will generally have priority over any other special purpose acquisition companies subsequently formed by our Sponsor, officers

or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual

agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination.

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.

of our management team and our independent directors directly or indirectly own founder shares and/or private placement units 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.

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.

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 24 months from the closing of our initial public 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.

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

(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

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.

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.

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.

ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed

by us to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will therefore comply with

Cayman Islands law.

on Liability and Indemnification of Officers and Directors

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

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.

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.

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.

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.

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

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.

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;

all our officers, directors and director nominees as a group.

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.

executive officer has received any cash compensation for services rendered to us during the year ended March 31, 2026.

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.

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.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

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.

Recovery and Clawback Policy

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”).

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding the beneficial ownership of our ordinary shares as of June 25, 2026, based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

of our officers, directors and director nominees that beneficially own ordinary shares;

our officers, directors and director nominees as a group.

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

shares beneficially owned by them.

the table below, the percentage ownership is based on 5,221,060 ordinary shares (which includes ordinary shares that are underlying the

units) issued and outstanding as of June 25, 2026.

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)

1 unchanged sentence

UY Scuti Investments Limited (2)(3)

Jialuan Ma (4)

Sze Wai Lee (4)

Daniel John Paul Peart

Shaokang Lu (4)

Jiawen Zhao (4)

Yan Liang (4)

All directors and officers as a group (six individuals)

Harraden Circle Investments, LLC (5)

Feis Equities LLC / Lawrence M.

Mizuho Financial Group, Inc.

Less than one percent.

Unless otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002.

Represents shares held by our sponsor.

Wolverine Asset Management, LLC (7)

Berkley Corporation LP and Berkley Insurance Company (8)

than one percent.

otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002.

shares held by our Sponsor.

Our Sponsor is controlled by Qunxue Yin.

UY Scuti Investments Limited possess the sole voting power and

sole dispositive power with respect to the 1,448,348 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.

the 240,848 private placement units purchased by our Sponsor simultaneously with the consummation of the initial public offering.

Lu served as UYSC’s chief financial officer until March 27, 2026.

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 559,331 ordinary shares held by Feis

and Lawrence.

Information is based solely on a report on Schedule 13G/A filed by Feis and Lawrence on February 3, 2026.

The principal

business office of Feis and Lawrence is located at 1740 Waukegan Road, Suite 206, Glenview, Illinois 60025.

shares directly beneficially owned by Mizuho Financial Group, Inc.

Mizuho possess the sole voting power and

sole dispositive power with respect to the 602,136 ordinary shares held by Mizuho.

Information is based solely on a report on Schedule

13G/A filed on November 13, 2025.

The business address of Mizuho is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

shares beneficially owned by Wolverine Asset Management LLC (“WAM”);

WAM has voting and dispositive power over 502,944

ordinary shares of the Company.

The sole member and manager of WAM is Wolverine Holdings, L.P.

(“Wolverine Holdings”).

Bellick and Christopher L.

Gust may be deemed to control Wolverine Holdings in their roles as Managers of Wolverine Holdings.

Each of Wolverine Holdings, Mr.

Bellick, and Mr.

Gust have voting and dispositive power over 502,944 ordinary shares of the Company.

Information is based solely on a report on Schedule 13G/A filed on February 3, 2026.

The address for each of WAM and Wolverine Holdings

is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

on information contained in a Schedule 13G filed on May 8, 2026.

Address or principal business office is 475 Steamboat Road,

Greenwich, CT 06830

otherwise indicated, the business address of each of the individuals is 39 E Broadway, Ste 603, New York, NY 10002.

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.

Includes the 240,848 private placement units purchased by our sponsor simultaneously with the consummation of the initial public offering.

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.

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.

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.

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.

the 240,848 private placement units purchased by our sponsor simultaneously with the consummation of the initial public offering.

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.

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

Information is based solely on a report from a Schedule 13 G filed on April 7, 2025.

address of each of the foregoing is 299 Park Avenue, 21 st Floor, New York, New York 10171.

Represents shares directly beneficially owned by Feis

Equities LLC (“Feis”) and Lawrence M.

The business address of each of the foregoing

is 299 Park Avenue, 21 st Floor, New York, New York 10171.

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.

Represent shares directly beneficially owned by Mizuho Financial Group, Inc.

Mizuho posses

the sole voting power and sole dispositive power with respect to the 554,945 ordinary shares held by Mizuho.

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 .

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:

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

The late filed Form 3 reflecting the ownership of ordinary shares beneficially owned by our Sponsor, UY Scuti Investments

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.

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.

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.

private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned

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.

shares directly beneficially owned by Mizuho Financial Group, Inc.

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.

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, 2026.

Certain Relationships, and Related Transactions and Director Independence

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.

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

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

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;

and distribution upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

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).

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.

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

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.

terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such

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

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

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

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;

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.

Principal Accountant Fees and

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 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.

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

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).

Exhibits, Financial Statement

The following documents are filed as part of this Form 10-K:

The Financial statements listed on the Financial Statements Table of Contents

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.

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 of 24 months, an affiliate of our sponsor will be paid a total of $240,000 ($10,000 per month) for office space, administrative

and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

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;

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;

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).

addition, pursuant to the letter agreement with our initial stockholders, officers and directors, such persons have also agreed:

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 our initial public offering (or up to 24 months from the closing of our initial public 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 our initial public

offering in favor of our initial business combination.

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.

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 for our initial public offering, 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.

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.

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.

Except as described below, 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.

On September 12, 2025, we issued

the Sponsor 2025 Note in the principal amount of up to $1,000,000 to the Sponsor.

The Sponsor 2025 Note bears no interest and was initially

repayable by UYSC to the Sponsor in full on the earlier of:

(i) March 31, 2026 or (ii) the date of consummation of the Business Combination.

The principal balance may be prepaid at any time.

At any time on or prior to the maturity date, the Sponsor may elect to convert the outstanding

principal balance of the Sponsor 2025 Note into units of UYSC’s securities at a conversion price equal to $10.00 per unit.

unit consists of one ordinary share and one right to receive one-fifth of one ordinary share.

Effective as of March 31, 2026, UYSC and

Sponsor agreed to amend and restate the Sponsor 2025 Note (the “Amended Sponsor Note”) to extend the maturity date thereof

to be the earlier of:

(i) March 31, 2027 or (ii) the date on which UYSC consummates a business combination.

Other than the foregoing terms,

the Amended Sponsor Note has the same terms as the Sponsor 2025 Note.

As of March 31, 2026, the principal amount due under the Amended

Sponsor Note was approximately $313,401.

as of March 31, 2026, Sun Peisha (the “Lender”), an individual and the designee of the Sponsor loaned us the amount of $450,000,

which amount was deposited into the Trust Account in order to extend the time that we have to consummate an initial business combination

for the first three-month extension period to July 1, 2026 (the “First Extension Loan”).

On April 25, 2026, a promissory

note, which is dated as of April 13, 2026, evidencing the First Extension Loan was executed by the Company and the Lender (the “First

Extension Note”).

The First Extension Note is unsecured, bears no interest and provides that the Company shall repay the outstanding

principal balance of such note on the date on which the Company consummates the business combination transaction contemplated by that

certain Agreement and Plan of Merger dated July 18, 2025 by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co.,

Ltd., and UY Scuti Acquisition Corp., and the other parties thereto.

On such maturity date, the entire outstanding principal balance

of the First Extension Note shall be converted into units of the Company’s securities at a conversion price of $10.00 per unit,

with each unit consisting of one Ordinary Share of the Company and one right to receive one-fifth of one Ordinary Share of the Company.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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;

to an affiliate of our sponsor UY Scuti Investments Limited of $10,000 per month, for 12 months (or up to 24 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;

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.

Except as described above, the terms of such loans have not been

determined nor have any written agreements been executed with respect thereto.

audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Principal Accountant Fees and Services.

Alliance LLP, or Audit Alliance, acts as our independent registered public accounting firm.

On June 5, 2025, the Audit Committee of the

Board of Directors approved the engagement of Audit Alliance as our independent registered public accounting firm for the fiscal year

ended March 31, 2025.

The following is a summary of fees paid or to be paid to Audit Alliance for services rendered for each of our fiscal

years ended March 31, 2026 and 2025.

consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally

provided by Audit Alliance in connection with the audit of our annual financial statements, review of the financial information included

in our Forms 10-Q for the respective periods and other required filings with the SEC totalled $70,000 and $45,000 for the fiscal years

ended March 31, 2026 and 2025, respectively.

Audit-Related

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

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

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

did not pay Audit Alliance for any audit-related fees for the fiscal years ended March 31, 2026 and 2025.

We did not pay Audit Alliance for tax planning and tax advice for the fiscal years ended March 31, 2026 and 2025.

We did not pay Audit Alliance for other services for the fiscal years ended March 31, 2026 and 2025.

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).

Exhibits, Financial Statement Schedules

following documents are filed as part of this Form 10-K:

Financial statements listed on the Financial Statements Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:

BALANCE SHEETS AS OF MARCH 31, 2026 AND 2025

STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

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

STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM JANUARY 18, 2024 (INCEPTION) THROUGH MARCH 31, 2024

STATEMENTS OF OPERATIONS FOR FISCAL YEAR ENDED MARCH 31, 2026 AND 2025

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE FISCAL YEARS ENDED MARCH 31, 2026 AND 2025

STATEMENTS OF CASH FLOWS FOR FISCAL YEAR ENDED MARCH 31, 2026 AND 2025

NOTES TO THE FINANCIAL STATEMENTS

Underwriting Agreement between Registrant and Maxim Group LLC.

Second Amended and Restated Memorandum and Articles of Association.

Specimen Unit Certificate (2)

Specimen Ordinary Share Certificate (2)

Specimen Right Certificate (2)

Rights Agreement between Continental and the Registrant, dated as of March 31, 2025.

Letter Agreement among the Registrant, and its officers, directors, Maxim Group LLC and UY Scuti Investments Limited, dated as of March 31, 2025 (1) .

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, dated as of March 31, 2025.

Registration Rights Agreement between the Registrant and certain security holders, dated as of March 31, 2025 (1) .

Securities Subscription Agreement, dated August 2, 2024, between the Registrant and UY Scuti Investments Limited.

Amended Securities Subscription Agreement between the Registrant and UY Scuti Investments Limited (2) .

Private Placement Units Purchase Agreement between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025.

Indemnity Agreement dated as of March 31, 2025 between the Company, its officers and directors (1)

Administrative Services Agreement, by and between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025 (1) .

Amended Securities Subscription Agreement, dated December 2, 2024, between the Registrant and UY Scuti Investments Limited (2) .

Form of Code of Ethics (2)

Agreement between Registrant and Maxim Group LLC.

Merger Agreement, dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd, and UY Scuti Acquisition Corp.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 24, 2025).

Amended and Restated Memorandum and Articles of Association.

to Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report

on Form 8-K filed on April 6, 2026).

Unit Certificate (2)

Ordinary Share Certificate (2)

Right Certificate (2)

Agreement between Continental and the Registrant, dated as of March 31, 2025.

Description of Registrant’s Securities*

Agreement among the Registrant, and its officers, directors, Maxim Group LLC and UY Scuti Investments Limited, dated as of March

31, 2025 (1) .

Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant, dated as of March 31, 2025.

Rights Agreement between the Registrant and certain security holders, dated as of March 31, 2025 (1) .

Subscription Agreement, dated August 2, 2024, between the Registrant and UY Scuti Investments Limited.

Securities Subscription Agreement between the Registrant and UY Scuti Investments Limited (2) .

Placement Units Purchase Agreement between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025.

Agreement dated as of March 31, 2025 between the Company, its officers and directors (1)

Administrative

Services Agreement, by and between the Registrant and UY Scuti Investments Limited, dated as of March 31, 2025 (1) .

Securities Subscription Agreement, dated December 2, 2024, between the Registrant and UY Scuti Investments Limited (2) .

Parent Shareholder Lock-Up and Support Agreement, dated July 18, 2025, by and among Isdera Group Limited, Xinghui Automotive Technology (Hainan) Co., Ltd, and UY Scuti Acquisition Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 24, 2025.

Promissory Note issued September 12, 2025 to Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 17, 2025).

to Investment Management and Trust Agreement between UY Scuti Acquisition Corp.

and Continental Stock Transfer & Trust Company

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 6, 2026).

Note issued to UY Scuti Investments, Ltd.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April

Extension Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026).

of Code of Ethics (2)

Insider Trading Policy (3)

6 unchanged sentences

Clawback Policy (2)

XBRL Instance Document.*

XBRL Schema Document.*

XBRL Calculation Linkbase Document.*

XBRL Definition Linkbase Document.*

XBRL Label Linkbase Document.*

XBRL Presentation Linkbase Document.*

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith.

Furnished herewith.

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2025.

Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 11, 2025.

Instance Document.*

Schema Document.*

Calculation Linkbase Document.*

Definition Linkbase Document.*

Label Linkbase Document.*

Presentation Linkbase Document.*

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

by reference to the Registrant’s Current Report on Form 8-K filed on April 4, 2025.

by reference to the Registrant’s Registration Statement on Form S-1 filed on February 11, 2025.

by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

exhibits and schedules, have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company hereby undertakes to furnish

a supplemental copy of the omitted exhibits and schedules upon request by the SEC;

provided, however, that the Company may request

confidential treatment for any such exhibits or schedules so furnished.

Form 10-K Summary

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.

/s/ 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.

/s/ Jialuan Ma

Chief Executive Officer and Director

July 11, 2025

(Principal Executive Officer)

/s/ Shaokang Lu

Chief Financial Officer

July 11, 2025

(Principal Financial Officer)

/s/ Jiawen Zhao

Chief Investment Officer and Director

July 11, 2025

/s/ Sze Wai Lee

July 11, 2025

/s/ Daniel John Paul Peart

July 11, 2025

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 14, 2026.

SCUTI ACQUISITION CORP.

Executive Officer and Director

Executive Officer)

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.

Executive Officer and Director

Executive Officer)

Financial Officer, Chief Investment Officer and Director

Financial Officer)

Daniel John Paul Peart

/s/ Yan Liang

July 11, 2025

ACQUISITION CORP.

John Paul Peart

Scuti ACQUISITION CORP.

TO FINANCIAL STATEMENTS

2 unchanged sentences

BALANCE SHEETS AS OF MARCH 31, 2026 AND 2025 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

STATEMENTS OF OPERATIONS FOR FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025 F-4

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025 F-5

STATEMENTS OF CASH FLOWS FOR FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025 F-6

NOTES TO THE FINANCIAL STATEMENTS F-7

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

4 unchanged sentences

(the “Company”), as of March 31, 2026 and 2025, 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

Material Uncertainty Related to Going

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.

operations, changes in shareholders’ deficit, and cash flows for the years ended March 31, 2026 and 2025 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, 2026 and 2025, and the results of its operations and its cash flows for the years

ended March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S.

Material Uncertainty Related to Going Concern

The accompanying financial

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

As reported in Note 1 to the financial statements,

the Company had an accumulated deficit of $2,027,528 and negative cash flow of $843,315 in operating activities during the year ended

March 31, 2026.

As of that date, the Company had a working capital deficit of $1,052,099 and shareholders’ deficit of $1,036,501.

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

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.

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.

8 unchanged sentences

/s/ Audit Alliance LLP

We have served as the Company’s auditor since

July 11, 2025

We have served as the Company’s auditor

UY SCUTI ACQUISITION CORP.

2 unchanged sentences

Deferred offering costs

Liabilities and Shareholders’ (Deficit) Equity

Non-current asset

Cash held in Trust Account

Total non-current Asset

Liabilities and Shareholders’ Deficit

Current Liabilities

Accrued expenses

Due to related parties

Promissory Note - Related party

Extension Payment Loan

Due to related parties

Total Current Liabilities

Commitments and Contingencies – (see Note 6)

Shareholders’ (Deficit) Equity

Ordinary shares subject to possible redemption, 5,750,000 and nil shares issued and outstanding at redemption value of $ 10.46 and nil as of March 31, 2026 and 2025, respectively.

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

3 unchanged sentences

490,000,000 shares authorized;

1,437,500 and 1,437,500 shares issued and outstanding as of March 31, 2025 and 2024, respectively*.

1,908,348 and 1,437,500 shares issued and outstanding (excluding 5,750,000 shares subject to redemption) as of March 31, 2026 and, 2025, respectively*.

Additional paid-in capital

Accumulated deficit

Total Shareholders’ (Deficit) Equity

Total Liabilities and Shareholders’ (Deficit) Equity

( 2,027,528 )

Total Shareholders’ Deficit

( 1,036,501 )

Total Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Deficit

* 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

187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters as

of March 31, 2025.

As a result of the underwriter’s full exercise of its over-allotment option on April 7 and April 9, 2025, no

Founder Shares are currently subject to forfeiture as of March 31, 2026.

(see Note 5).

The accompanying notes are an integral part of

2 unchanged sentences

STATEMENTS OF OPERATIONS

(inception) through

Formation and operating costs

For the fiscal year ended

Operating expenses

Loss from Operations

$ ( 1,414,260 )

Basic and diluted weighted average shares outstanding (1)

Basic and diluted net loss per ordinary share

(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

$ ( 156,520 )

Other income:

Interest earned on cash held in Trust Account

Income (loss) before income taxes

Income taxes expense

Net income (loss)

$ ( 156,520 )

Other comprehensive income

Comprehensive income (loss)

$ ( 156,520 )

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

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

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares

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

The accompanying notes are an integral part of

1 unchanged sentence

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

Shareholders’

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE FISCAL YEAR ENDED MARCH 31, 2026 AND 2025

Ordinary Shares

Balance as of January 18, 2024 (Inception)

Issuance of ordinary shares to Sponsor (1)

Shareholders’

Equity (Deficit)

Balance as of March 31, 2024

Balance as of March 31, 2025

(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

$ ( 163,268 )

$ ( 138,268 )

Proceeds allocated to Public Rights

Sale of private placement shares

Issuance of representative shares

Underwriters’ discount and other offering expenses

( 3,264,646 )

Accretion of carrying value to redemption value

( 5,677,795 )

Subsequent measurement of ordinary shares subject to redemption (interest and dividends earned on trust account)

( 2,197,604 )

Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension)

Balance as of March 31, 2026

$ ( 2,027,528 )

$ ( 1,036,501 )

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 as of March 31, 2025.

As a result of the underwriter’s

full exercise of its over-allotment option on April 7 and April 9, 2025, no Founder Shares are currently subject to forfeiture as

of March 31, 2026.

(see Note 5).

The accompanying notes are an integral part of

1 unchanged sentence

UY SCUTI ACQUISITION CORP.

STATEMENTS OF

STATEMENTS OF CASH FLOWS

For the Fiscal Year

Ended March 31,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net cash used in operating activities:

Formation and operating costs paid by Sponsor

Amortization of prepaid expenses

Interest earned on investments held in Trust Account

Changes in operating assets and liabilities

Deferred offering costs

Prepaid expenses

Accrued expenses

Due to Sponsor

Net cash used in operating activities

Cash Flows from Investing Activity:

Investment of cash in trust account

Net cash used in investing activity

Cash Flows from Financing Activities:

1 unchanged sentence

Repayment of promissory note payable - related party

Proceeds from sale of public units through public offerings, net of underwriters’ discount

Proceeds from ordinary shares issued in private placement

Payment of deferred offering costs

Net cash generated by financing activities

Net change in cash

Cash at beginning of year/period

Cash at end of the year/period

Cash at beginning of year

Cash at end of the year

Supplemental Disclosure of Non-cash Activities

Deferred offering costs paid by Sponsor in exchange for the issuance of ordinary shares

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary shares subject to possible redemption

Representative shares issued and charged to offering costs

Accretion of ordinary shares subject to redemption value

Sponsor Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension)

Deferred offering costs included in accrued expenses

8 unchanged sentences

(the “Company”),

is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on January 18,

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.

is a blank check company incorporated under the laws of the Cayman Islands with limited liability on January 18, 2024.

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, 2026, the Company had not commenced

1 unchanged sentence

All activities through March 31, 2026 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

described below, and subsequent to the IPO, identifying a target company for a Business Combination, entering into the Merger Agreement

(as defined below) with Isdera Group Limited, and taking actions in connection with the business combination contemplated by the Merger

The Company generated 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.

1 unchanged sentence

Limited (the “Sponsor”), a British Virgin Islands company.

The Company’s ability to commence operations is contingent

The Company’s ability to commence operations was contingent

upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the Sponsor (see

3 unchanged sentences

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 .

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

Sponsor, of 227,500 units (the “Initial 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.

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.

4 unchanged sentences

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.

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

7 unchanged sentences

As of April 9, 2025, an aggregate of $ 57,500,000

has been deposited in the Trust Account established in connection with the IPO.

was been deposited in the Trust Account established in connection with the IPO.

Transaction costs associated with the IPO and exercise

of Over-Allotment Option amounted to $ 3,570,651 , consisting of $ 1,006,256 and $ 2,112,600 of underwriting commissions which were paid in

cash and representative shares ( 230,000 ordinary shares) at the closing date of the IPO, respectively and $ 451,795 of other offering

At the IPO date, cash of $ 809,914 (which is net of funds used to repay the outstanding balance of the Promissory Note described

in Note 5) was held outside of the Trust Account (as defined below) and available for working capital purposes.

The Company’s management has broad discretion

24 unchanged sentences

(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,

the redemption of any ordinary shares sold as part of the units in the IPO (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, after

giving effect to the amendment to the Company’s amended and restated memorandum and articles of association approved on March 31,

2026, up to 24 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 24 months from the closing of the IPO or during any Extension Period,

subject to applicable law.

1 unchanged sentence

(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.

combination or liquidation if the Company has not consummated an initial business combination within 24 months from the closing of the

IPO, with respect to such ordinary shares so redeemed.

The proceeds deposited in the trust account could become subject to the claims

5 unchanged sentences

and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business

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.

After giving effect to the amendment to the Company’s amended and restated memorandum and articles of association approved

on March 31, 2026, the Company will have only 24 months from the closing of the IPO, including the 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, 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 Combination 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.

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

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.

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.

6 unchanged sentences

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).

Pursuant to the terms of the Company’s amendment

to the Company’s Amended and Restated Memorandum and Articles of Association and amendment to the Investment Management Trust Agreement

dated March 31, 2025 between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”) approved

at the extraordinary general meeting held on March 31, 2026 (the “Extraordinary General Meeting”), in order to extend the

time available for the Company to consummate its initial Business Combination, its sponsor or its affiliates or designees must deposit

an aggregate of $ 450,000 on or prior to the date of the applicable deadline, for each three-month extension.

On July 18, 2025, the Company entered into an

Agreement and Plan of Merger (the "Merger Agreement") with Isdera Group Limited, a Cayman Islands company (“Isdera”),

a company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing

automobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s

principal shareholders for a business combination.

The aggregate consideration to be paid to Isdera shareholders upon consummation of

the transactions contemplated by the Merger Agreement is such number of newly issued Purchaser Ordinary Shares determined by dividing

the net value of Isdera, which was agreed to be $ 1,000,000,000 , by $ 10.00 per share.

See Note 9 to these Note to the Condensed Financial

Statements for further information regarding this transaction.

In connection with the shareholder votes at the

Extraordinary General Meeting, holders of 2,437,288 ordinary shares properly exercised their right to redeem their shares for cash at

a redemption price of approximately $10.38 per share.

As a result, approximately $25,302,078 was removed from the Trust Account to pay

such holders, and approximately $34,390,068 remained in the Trust Account.

Following these redemptions, the Company had 5,221,060 ordinary

shares, including 3,312,712 Public Shares, outstanding.

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

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.

The Company had a working capital deficit of $ 1,052,099

and shareholders’ deficit of $ 1,036,501 as of March 31, 2026 and an accumulated deficit of $ 2,027,528 and negative cash flow from

operating activities of $ 843,315 for the fiscal year ended March 31, 2026.

The Company has incurred and expects to continue to incur significant

professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of

a Business Combination.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for

a reasonable period of time, which is considered to be one year from the date the financial statements are issued.

In order to fund working capital deficiencies

and finance transaction costs in connection with a Business Combination, on September 12, 2025, the Company issued an unsecured promissory

note (the “ Promissory Note II ” )

in the principal amount of up to $ 1,000,000 to Sponsor.

The Promissory Note II bears no interest and was initially repayable by the Company

to the Sponsor in full on the earlier of:

(i) March 31, 2026 or (ii) the date of consummation of the Business Combination (the “ Maturity

Effective as of March 31, 2026, the Company and Sponsor

agreed to amend and restate the Promissory Note II to extend the maturity date thereof to be the earlier of:

(i) March 31, 2027 or (ii)

the date on which we consummate a business combination.

The principal balance may be prepaid at any time.

At any time on or prior to the

Maturity Date, the Sponsor may elect to convert the outstanding principal balance of the Promissory Note into units of the Company ’ s

securities at a conversion price equal to $ 10.00 per unit.

Each unit consists of one ordinary share and one right to receive one-fifth

of one ordinary share.

As of March 31, 2026, the principal amount due and owing under the Promissory Note II was $ 313,401 .

(See Note 5).

Effective as of March 31, 2026, Sun Peisha, an

individual and the designee of the Sponsor, loaned the Company the aggregate amount of $ 450,000 , which sum was deposited into the Trust

Account in order to extend the time that the Company has to consummate a business combination for the first three-month extension period.

On April 25, 2026, the Company issued a note to the lender to evidence the loan (the “ Extension

The Extension Note bears no interest and provides that it

shall repay the outstanding principal on the date on which it consummates the business combination.

On such maturity date, the entire

outstanding principal balance of the Extension Note shall be converted into units of its securities at a conversion price of $ 10.00 per

unit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share.

The Company initially had 12 months from the closing

of this offering or up to 18 months from the closing of the initial public offering.

On March 31, 2026, the Company held the Extraordinary

General Meeting at which its shareholders approved the Charter Amendment Proposal and Trust Amendment Proposal.

These proposals provide

that the Company may extend the date by which it must complete a business combination up to four times from April 1, 2026 to April 1,

2027, with each extension comprised of a three-month extension period, subject to the Sponsor (or its designee) depositing $ 450,000 into

the Trust Account for each extension period.

If the Company has not consummated an initial business combination by April 1, 2027, such

ordinary shares shall be redeemed.

There is a possibility that business combination might not happen within the prescribed period of time.

In connection with the Company ’ s

assessment of going concern considerations in accordance with Accounting Standards Update ( “ ASU ” )

2014-15, “ Disclosures of Uncertainties about an Entity ’ s

Ability to Continue as a Going Concern, ” management has determined

that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing

of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises

substantial doubt about the ability to continue as a going concern within one year after the date that the audited financial statements

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

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING

5 unchanged sentences

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

In the opinion of management, all adjustments

consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.

Emerging Growth Company

1 unchanged sentence

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.

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

8 unchanged sentences

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

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

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.

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.

Use of Estimates

16 unchanged sentences

and resources and assesses the performance of these resources.

The Company is not organized by market and is managed and operated as one

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.

Accordingly, the Company

does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable

Since the Company operates in one operating segment, all required financial segment information can be found in the financial

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 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

and nil as of March 31, 2025 and 2024, respectively.

$8,846 and $ 17,221 as of March 31, 2026 and 2025, respectively.

Cash Held in Trust Account

As of March 31, 2026 and 2025, the Company had

$ 60,147,604 and nil , respectively, in cash held in the Trust Account.

Concentration of Credit Risk

1 unchanged sentence

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

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.

the Deposit Protection Scheme (the “ DPS ” )

HK$ 500,000 (approximately $ 64,000 ).

As of March 31, 2026 and 2025, the Company has cash and cash equivalents of $ 8,846 and $ 17,221 , respectively,

deposited at a financial institution in Hong Kong, which the Company ’ s

management believes is of a high credit quality.

Such Deposit Insurance Regulations would not be effective in providing complete protection

for the Company ’ s accounts, as its aggregate deposits are higher

than the coverage limit.

No balances were in excess of the insured amounts as of March 31, 2026.

The Company has not experienced losses on such

account and management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the IPO that were directly related to the IPO.

Offering cost amounted to $ 3,570,651 ,

consisting of $ 1,006,256 and $ 2,112,600 of underwriting commissions which were paid in cash and representative shares ( 230,000 ordinary

shares), respectively and $ 451,795 of other offering costs.

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC

Staff Accounting Bulletin ( “ SAB ” )

Topic 5A - “ Expenses of Offering ” .

The Company allocates offering costs among public shares, public rights based on the relative fair values of public shares and public

Accordingly, $ 3,264,646 was allocated to public shares and charged to ordinary shares subject to possible redemption, and $ 306,005

was allocated to public rights and charged to shareholders ’ equity.

Ordinary Shares Subject to Possible Redemption

All of the 5,750,000 ordinary shares

sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection

with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and

in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

The Company accounted 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) were classified as a liability instrument and will be measured at

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

were classified as temporary equity.

At all other times, ordinary shares were classified as stockholders’ equity.

In accordance

with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

Given that the 5,750,000 ordinary shares

sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary

shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable

that the equity instrument will become redeemable, the Company has 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 recognize

the changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by

charges against additional paid-in capital, over an expected 12-month period, which is the initial period that the Company has to complete

a Business Combination.

For the fiscal year ended March 31, 2026, the

Company recorded accretion of ordinary shares subject to redemption of $ 5,677,795 , and subsequent measurement of ordinary shares subject

to possible redemption of $ 2,197,604 , representing interest earned and unrealized gains on the Trust Account.

For the fiscal year ended

March 31, 2025, the Company did not record accretion of ordinary shares subject to redemption and subsequent measurement of ordinary

shares subject to possible redemption.

As of March 31, 2026, the ordinary shares subject

to possible redemption reflected in the condensed balance sheet are recorded in the following table:

Gross proceeds

Proceeds allocated to public rights

( 5,387,388 )

Offering costs allocated to redeemable shares

Accretion of carrying value to redemption value

Subsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account)

Ordinary shares subject to possible redemption as of March 31, 2026

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

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.

Earnings (Loss) Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

The statements of operations and comprehensive income (loss) include

a presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of

income per share.

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the

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

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

The Company then allocated the undistributed income

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

Any remeasurement

of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.

For the fiscal year ended did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into common stock and then share in the earnings of the Company.

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

(loss) per share for the period presented.

Earnings (loss) per share presented in the statements

of operations and comprehensive income and loss is based on the following:

Fiscal Year Ended

Net income (loss)

Subsequent measurement and accretion of redeemable ordinary shares to redemption value

Net loss including accretion of redeemable ordinary shares to redemption value

For the Fiscal Year Ended

March 31, 2026

For the Fiscal Year Ended

March 31, 2025

Allocation of net loss

$ ( 5,659,738 )

$ ( 1,882,317 )

$ ( 156,520 )

Accretion of redeemable ordinary shares to redemption value

Allocation of net income (loss)

$ ( 1,882,317 )

Denominators:

Weighted-average ordinary shares outstanding

Basic and diluted earnings (loss) per share

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.

ASC Topic 820 “Fair Value Measurements

and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the

buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach,

income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which

represents the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable

and unobservable inputs.

Observable inputs are those that buyers and sellers would use in pricing the asset or liability based on market

data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that

the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into

three levels based on the inputs as follows:

● Level 1 - Valuations based

on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available

in an active market, valuation of these securities does not entail a significant degree of judgment.

● Level 2 - Valuations based

on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical

or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from

or corroborated by market through correlation or other means.

● Level 3 - Valuations based

on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents,

marketable securities held in trust account, accounts payable and accrued expenses and due to related party each qualify as financial

instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments

and their expected realization and their current market rate of interest.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis as of the presented periods, and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value:

Active Markets

Cash held in trust account

Active Markets

Cash held in trust account

Related parties

5 unchanged sentences

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.

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

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.

The adoption resulted in disclosure changes only.

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.

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

In November 2024, the FASB has released ASU 2024-03,

12 unchanged sentences

In November 2024, the FASB issued No.

2024-04, Debt—Debt

with Conversion and Other Options (Subtopic 470-20):

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.

is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those

annual reporting periods.

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.

5 unchanged sentences

Early adoption of Update 2024-03 is permitted.

The Company is currently evaluating the impact of this ASU on its financial statements.

The Company is currently evaluating the impact of this ASU on its financial

Management does not believe that any other recently

1 unchanged sentence

Note 3 — INITIAL PUBLIC OFFERING

On April 1, 2025, the Company sold 5,000,000 Units,

at a price of $ 10.00 per Unit.

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

20 unchanged sentences

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.

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

14 unchanged sentences

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

Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares will no longer be subject to forfeiture.

Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares are 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

(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

are identical to the ordinary shares included in the units sold in the IPO, 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

2 unchanged sentences

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.

private placement shares if the Company fails to complete our initial business combination within the Combination Period (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 Combination Period) 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.

The Sponsor has agreed that it will be liable

10 unchanged sentences

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

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.

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.

Promissory Note I

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 I ” ).

The Promissory Note I was 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 I 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 I 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, the principal amount due

and owing under the Promissory Note I was $ 337,584 .

In connection with the closing of our IPO, the approximately $ 337,584 drawn down under

Promissory Note I was repaid in full.

There was no balance due under Promissory Note I as of March 31, 2026.

Related Party Loans

Promissory Note II

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

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.

in connection with an intended initial Business Combination, the Sponsor and 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 r 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.

would be identical to the Placement Units.

As of March 31, 2025, the Company had no borrowings under related party loans.

On September 12, 2025, the Company issued an unsecured

promissory note (the “ Promissory Note II ” )

in the principal amount of up to $ 1,000,000 to Sponsor.

The Promissory Note II bears no interest and was initially repayable by the Company

to the Sponsor in full on the earlier of:

(i) March 31, 2026 or (ii) the date of consummation of the Business Combination (the “ Maturity

Effective as of March 31, 2026, the Company and Sponsor

agreed to amend and restate the Promissory Note II to extend the Maturity Date to be the earlier of:

(i) March 31, 2027 or (ii) the date

on which we consummate a business combination.

The principal balance may be prepaid at any time.

At any time on or prior to the Maturity

Date, the Sponsor may elect to convert the outstanding principal balance of the Promissory Note II into units of the Company ’ s

securities at a conversion price equal to $ 10.00 per unit.

Each unit consists of one ordinary share and one right to receive one-fifth

of one ordinary share.

As of March 31, 2026, the principal amount due and owing under the Promissory Note II was $ 313,401 .

Extension Note

Effective as of March 31, 2026, Sun Peisha, an

individual and the designee of the Sponsor, loaned the Company the aggregate amount of $ 450,000 , which sum was deposited into the Trust

Account in order to extend the time that the Company has to consummate a business combination for the first three-month extension period.

On April 25, 2026, the Company issued a note to the lender to evidence the loan (the “ Extension

The Extension Note bears no interest and provides that it

shall repay the outstanding principal on the date on which it consummates the business combination.

On such maturity date, the entire

outstanding principal balance of the Extension Note shall be converted into units of its securities at a conversion price of $ 10.00 per

unit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share .

As of March 31, 2026 and 2025, the Company had

outstanding borrowings under related party loans of $ 450,000 and nil , respectively.

Administrative Support Services

2 unchanged sentences

and secretarial and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease

paying these monthly fees.

Upon completion of its initial Business Combination or its liquidation, the Company will

cease paying these monthly fees.

For the fiscal year ended March 31, 2026 and

2025, the Company has accrued $ 120,000 and nil , respectively, for the administrative support services provided by the Sponsor.

As of March 31, 2026 and 2025, the balance of

amount due to the Sponsor were $ 120,000 and nil , respectively.

Note 6 — COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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.

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

signed 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

13 unchanged sentences

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.

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.

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, 2026 and 2025, 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.

The Company is authorized to issue 490,000,000 shares of ordinary

share with $ 0.0001 par value.

Pursuant to the Securities Subscription Agreement

4 unchanged sentences

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.

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.

As of March 31, 2025, 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 9, 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.

full exercise of the over-allotment option, all of the 187,500 Founder Shares are no longer subject to forfeiture.

As of March 31, 2026,

excluding shares subject to redemption, there were 1,908,348 ordinary shares issued and outstanding, including ordinary shares underlying

Units that have not been separated as of such date.

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

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.

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.

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

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.

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

The Company’s significant expenses were formation and operating costs as detailed below.

1 unchanged sentence

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:

Formation and operating costs

When evaluating the Company’s performance

and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Fiscal Year End

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.

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.

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, 2026, and 2025, the Company had

total assets of $ 60,156,450 and $ 239,316 , respectively.

See the Company’s balance sheets for additional information.

2 unchanged sentences

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.

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.

Based on the review, management

identified the following subsequent events that would have required adjustment or disclosure in the financial statements.

In connection with the Extraordinary General Meeting

held on March 31, 2026, holders of 2,437,288 ordinary shares of the Company properly exercised their right to redeem their shares for

cash at a redemption price of approximately $ 10.38 per share, for an aggregate redemption of approximately $ 25,302,079 .

The redemption

payments were settled in April 2026.

Further, on June 30, 2026, the Company caused

an additional amount of $ 450,000 to be deposited into the Trust Account in order to pay the extension contribution to extend the time

that it has to consummate its initial business combination to October 1, 2026.

The second extension payment was loaned to the Company

by Isdera HK Limited, an affiliate of Isdera Group.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures