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Item 1. Financial Statements

2026-08-14 compared with 2026-05-14 · 320 added, 280 removed, 506 unchanged (54% of the section changed)

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INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025

Unaudited Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2026 and 2025

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025

Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025

Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025

Unaudited Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2026 and 2025

Notes to Unaudited Condensed Consolidated Financial Statements

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CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026

June 30, 2026

December 31, 2025

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YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31, 2026

For the three months ended March 31, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

ended June 30, 2026

the Three Months ended

For the Six Months ended

Formation and operating costs

$ ( 128,233 )

$ ( 668,321 )

$ ( 270,711 )

$ ( 760,739 )

Other income:

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Total other income

Basic and diluted weighted average shares outstanding, ordinary

shares subject to possible redemption

NET INCOME (LOSS)

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

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

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YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ DEFICIT

Three months ended March 31, 2026

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

Three and Six Months ended June 30, 2026

Ordinary shares

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$ ( 2,484,667 )

Three months ended March 31, 2025

Subsequent remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2026

$ ( 2,762,899 )

Three and Six Months ended June 30, 2025

Ordinary shares

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$ ( 997,725 )

Subsequent remeasurement of ordinary shares subject to possible redemption

Balance as of June 30, 2025

$ ( 1,666,039 )

See accompanying notes to unaudited condensed consolidated

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YHN ACQUISITION I LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH

Three months ended March 31, 2026

Three months ended March 31, 2025

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Six Months ended June 30, 2026

Six Months ended June 30, 2025

Cash flows from operating activities:

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Dividend income earned in cash and investments held in trust account

( 1,283,267 )

Changes in operating assets and liabilities:

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Proceeds deposited in Trust Account

cash used in investing activities

Net cash used in investing activities

Cash flows from financing activities:

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financial statements.

YHN ACQUISITION I LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

YHN ACQUISITION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

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PubCo is wholly owned by the Company.

YHNA MS II Limited (“Merger Sub”) is a

company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.

Sub is wholly owned by PubCo.

As of March 31, 2026, the Company had not yet commenced

YHNA MS II Limited (“Merger Sub”)

is a company incorporated on April 29, 2025, under the laws of the Cayman Islands for the purpose of effecting the business combination.

Merger Sub is wholly owned by PubCo.

As of June 30, 2026, the Company had not yet commenced

any operations.

All activities through March 31, 2026 relate to the Company’s formation and the initial public offering (the “Initial

All activities through June 30, 2026 relate to the Company’s formation and the initial public offering (the “Initial

Public Offering”).

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Right will entitle the holder to receive one-tenth (1/10) ordinary share upon consummation of initial business combination.

Simultaneously with the closing of the Initial Public

Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of $ 10.00 per

Private Placement Unit in a private placement to YHN Partners I Limited (the “Sponsor”), generating gross proceeds of $ 2,500,000 to

Each Private Placement Unit consists of one ordinary share (the “Private Placement Share”) and one right

(“Private Placement Right”).

Each Private Placement Right will entitle the holder to receive one-tenth (1/10) ordinary

share upon consummation of the initial business combination.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 250,000 units (the “Private Placement Units”) at a price of

$ 10.00 per Private Placement Unit in a private placement to YHN Partners I Limited (the “Sponsor”), generating gross

proceeds of $ 2,500,000 to the Company.

Each Private Placement Unit consists of one ordinary share (the “Private Placement

Share”) and one right (“Private Placement Right”).

Each Private Placement Right will entitle the holder to receive

one-tenth (1/10) ordinary share upon consummation of the initial business combination.

Transaction costs amounted to $ 2,840,203 , consisting

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Company’s shareholder, as described below.

The Company will provide its shareholders with the

opportunity to redeem all or a portion of their ordinary shares issued at its Initial Public Offering (the “Public Shares”)

The Company will provide its shareholders with

the opportunity to redeem all or a portion of their ordinary shares issued at its Initial Public Offering (the “Public Shares”)

upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination

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

The Company’s initial shareholders (the “initial

shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement Units (the “Private

Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination,

(b) not to propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of Association that would stop the

public shareholders from converting or selling their shares to the Company in connection with a Business Combination or affect the substance

or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination

within the Combination Period (as defined below) unless the Company provides public shareholders with the opportunity to redeem their

Public Shares for cash from the Trust Account in connection with any such vote;

Shares as well as any Public Shares purchased during or after the Initial Public Offering for cash from the Trust Account in connection

with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business Combination)

or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholder’s rights of pre-Business

Combination activity and (d) that the founder shares and Private Placement Shares shall not participate in any liquidating distributions

upon winding up if a Business Combination is not consummated.

However, the initial shareholders will be entitled to liquidating distributions

from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to

complete its Business Combination.

The Company had entered into an amendment to the investment management trust agreement with Continental

Stock Transfer & Trust Company to extend the date on which to commence liquidating the trust account.

The Company will have until

June 19, 2026 (the “Combination Period”) initially to consummate a Business Combination.

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable), 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

the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal

dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable

The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the

Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with

the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.

The Sponsor has agreed that it will be liable to the

Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business

with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.05 per

share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who

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

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

as amended (the “Securities Act”).

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

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

The Company will seek to reduce the possibility

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

prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any

right, title, interest or claim of any kind in or to monies held in the Trust Account.

On January 15, 2025, the Company entered into a legally

binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Mingde” or “Holdco”),

The Company’s initial shareholders (the

“initial shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the Private Placement

Units (the “Private Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor

of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s Memorandum and Articles of Association

that would stop the public shareholders from converting or selling their shares to the Company in connection with a Business Combination

or affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete

a Business Combination within the Combination Period (as defined below) unless the Company provides public shareholders with the opportunity

to redeem their Public Shares for cash from the Trust Account in connection with any such vote;

Private Placement Shares as well as any Public Shares purchased during or after the Initial Public Offering for cash from the Trust Account

in connection with a shareholder vote to approve a Business Combination (or sell any shares in a tender offer in connection with a Business

Combination) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholder’s rights of

pre-Business Combination activity and (d) that the founder shares and Private Placement Shares shall not participate in any liquidating

distributions upon winding up if a Business Combination is not consummated.

However, the initial shareholders will be entitled to liquidating

distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company

fails to complete its Business Combination.

The Company had entered into an amendment to the investment management trust agreement with

Continental Stock Transfer & Trust Company to extend the date on which to commence liquidating the trust account.

The Company will

have until September 19, 2026 (the “Combination Period”) initially to consummate a Business Combination.

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable),

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 the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation

and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements

of applicable law.

The underwriters have agreed to waive its rights to the deferred underwriting commission held in the Trust Account

in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will

be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.

The Sponsor has agreed that it will be liable

to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target

business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below

$10.05 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third

party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act

of 1933, as amended (the “Securities Act”).

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

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

The Company will seek to reduce

the possibility that the sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,

service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On January 15, 2025, the Company entered into

a legally binding letter of intent (the “Letter of Intent”) with Mingde Technology Limited (“Mingde” or “Holdco”),

a Cayman Islands holding company, and Zhejiang Xiaojianren Internet Technology Co., Ltd (“XJR”), a company established in

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an equity valuation of $396,000,000.

On April 3, 2025, the Company entered into that certain

Business Combination Agreement with Mingde pursuant to which, (a) immediately prior to the Closing, Mingde will merge with and into Purchaser,

with Purchaser continuing as the surviving entity (the “ Reincorporation Merger ”), (b) at the Closing, the parties will

effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “ Merger Sub ”),

to be formed for the sole purpose of merging with and into the Mingde (the “ Acquisition Merger ”) in which Mingde will

be the surviving entity and a wholly owned subsidiary of Purchaser (the Acquisition Merger, together with the Reincorporation Merger and

the other transactions contemplated by the Business Combination Agreement and the Additional Agreements, the “ Transactions ”);

On April 3, 2025, the Company entered into that

certain Business Combination Agreement with Mingde pursuant to which, (a) immediately prior to the Closing, Mingde will merge with and

into Purchaser, with Purchaser continuing as the surviving entity (the “ Reincorporation Merger ”), (b) at the Closing,

the parties will effect a merger of Merger Sub, a Cayman Islands company and wholly owned subsidiary of Purchaser (the “ Merger

Sub ”), to be formed for the sole purpose of merging with and into the Mingde (the “ Acquisition Merger ”) in

which Mingde will be the surviving entity and a wholly owned subsidiary of Purchaser (the Acquisition Merger, together with the Reincorporation

Merger and the other transactions contemplated by the Business Combination Agreement and the Additional Agreements, the “ Transactions ”);

and (c) following the Closing, Purchaser will be a publicly traded company listed on NASDAQ.

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shares, with each Purchaser Ordinary Share valued at $ 10.00 .

On May 8, 2025, each of Purchaser, Merger Sub, Mingde

and the Company executed that certain Joinder Agreement to the Business Combination Agreement (the “ Joinder Agreement ”),

On May 8, 2025, each of Purchaser, Merger Sub,

Mingde and the Company executed that certain Joinder Agreement to the Business Combination Agreement (the “ Joinder Agreement ”),

whereby each of Purchaser and Merger Sub have agreed, effective upon execution, that it shall become a party to the Business Combination

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conditions of the Business Combination Agreement as though an original party thereto.

On June 3, 2025, each of Purchaser, Merger Sub, Mingde

and the Company executed that certain Amended and Restated Business Combination Agreement (the “ Amended and Restated Business

Combination Agreement ” or as restated and amended, the “ Business Combination Agreement ”) to provide

for an earnout mechanism whereby up to an additional $70,000,000 worth of Earnout Consideration Shares may be paid to the Mingde Shareholders

as contingent post-closing earnout consideration.

As a result, the aggregate consideration for the Acquisition Merger is $ 326,000,000 plus

up to $ 70,000,000 worth of Earnout Consideration Shares.

The Merger Consideration will be paid in the form of (1) 32,600,000 newly

issued PubCo Ordinary Shares valued at $10.00 per share, which are comprised of (A) 30,970,000 PubCo Ordinary Shares as the Closing Payment

Shares and (B) 1,630,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing and held back as security for the

Mingde’s representations and warranties as further set forth in Article XI of the Business Combination Agreement as the Holdback

and (2) an addition of up to 7,000,000 PubCo Ordinary Shares valued at $10.00 per share as contingent post-closing earnout

consideration subject to the earnout mechanism.

On June 3, 2025, each of Purchaser, Merger Sub,

Mingde and the Company executed that certain Amended and Restated Business Combination Agreement (the “ Amended and Restated

Business Combination Agreement ” or as restated and amended, the “ Business Combination Agreement ”)

to provide for an earnout mechanism whereby up to an additional $70,000,000 worth of Earnout Consideration Shares may be paid to the Mingde

Shareholders as contingent post-closing earnout consideration.

As a result, the aggregate consideration for the Acquisition Merger is

$ 326,000,000 plus up to $ 70,000,000 worth of Earnout Consideration Shares.

The Merger Consideration will be paid in the form

of (1) 32,600,000 newly issued PubCo Ordinary Shares valued at $10.00 per share, which are comprised of (A) 30,970,000 PubCo

Ordinary Shares as the Closing Payment Shares and (B) 1,630,000 PubCo Ordinary Shares to be issued to the Mingde Shareholders at the Closing

and held back as security for the Mingde’s representations and warranties as further set forth in Article XI of the Business Combination

Agreement as the Holdback Shares;

and (2) an addition of up to 7,000,000 PubCo Ordinary Shares valued at $10.00 per share as

contingent post-closing earnout consideration subject to the earnout mechanism.

On December 8, 2025, in connection with the shareholders

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Combination Agreement) to June 19, 2026.

As of the date of this report, the Company has extended

two times by an additional three-month each time, and so it now has until June 19, 2026 to consummate a business combination.

to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and

Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate the initial business

combination, the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $150,000 on or prior to

the date of the applicable deadline.

On each of December 15, 2025 and March 19, 2026, the Company has deposited in an amount of $ 150,000 into

the Trust Account in order to extend the amount of available time to complete a business combination until June 19, 2026.

As of the date of this report, the Company has

extended three times by an additional three-month each time, and so it now has until September 19, 2026 to consummate a business combination.

Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company

and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate the initial

business combination, the Company’s insiders or their affiliates or designees, must deposit into the Trust Account $150,000 on or

prior to the date of the applicable deadline.

On each of December 15, 2025 , March 19, 2026 and June 17, 2026, the Company has deposited

in an amount of $ 150,000 into the Trust Account in order to extend the amount of available time to complete a business combination

until September 19, 2026.

Going Concern Consideration

As of March 31, 2026, the Company had cash of $ 22,788 and

As of June 30, 2026, the Company had cash of $ 26,560 and

a working capital deficit of $ 1,262,899 .

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Accordingly, no vote would be required from the shareholders to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate a Business Combination 2 times (for a total of up to 21 months from the

consummation of the Initial Public Offering to complete a Business Combination).

However, the Company may extend the period of time to consummate a Business Combination two times (for a total of up to 21 months from

the consummation of the Initial Public Offering to complete a Business Combination).

If the Company is unable to consummate the Company’s

Initial Business Combination by June 19, 2026 (unless further extended), the Company will, as promptly as possible but not more than ten

business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in

Initial Business Combination by September 19, 2026 (unless further extended), the Company will, as promptly as possible but not more than

ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in

the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay

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However, the Company may not be able to distribute such amounts as a result of claims

of creditors which may take priority over the claims of the Company’s public shareholders.

of creditors which may take priority over the claims of the Company’s public shareholder

If the Company does not complete a business combination

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result from the outcome of this uncertainty.

NOTE 2 – SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These accompanying unaudited condensed consolidated

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

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim

financial reporting.

The interim financial information provided is unaudited, but in the opinion of management includes all adjustments

which management considers necessary for the fair statement of the financial position, results of operations and cash flows for this period.

Certain information and note disclosures normally included in the unaudited condensed financial statements prepared in accordance with

GAAP have been condensed or omitted pursuant to such rules and regulations.

Operating results for the interim period ended March

31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

These accompanying unaudited condensed

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

States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

(“SEC”) regarding interim financial reporting.

The interim financial information provided is unaudited, but in the

opinion of management includes all adjustments which management considers necessary for the fair statement of the financial

position, results of operations and cash flows for this period.

Certain information and note disclosures normally included in the

unaudited condensed consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant

to such rules and regulations.

Operating results for the six months ended June 30, 2026 are not necessarily indicative of the

results that may be expected for the fiscal year ending December 31, 2026.

Principles of consolidation

The unaudited condensed consolidated financial statements

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

All significant intercompany transactions

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

A subsidiary is the entity in which the Company, directly

or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies, to appoint

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

The unaudited condensed consolidated financial

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

All significant intercompany

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

A subsidiary is the entity in which the Company,

directly or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies,

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

The accompanying unaudited condensed consolidated

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approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

Further, Section 102(b)(1) of the JOBS Act

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

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

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

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and the reported expenses during the reporting period.

Making estimates requires management to exercise significant

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

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

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

Accordingly, actual results may differ from these estimates.

The Company considers all short-term investments with

an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 22,788 and $ 140,550 in cash as of

March 31, 2026 and December 31, 2025, respectively.

The Company did no t have any cash equivalents as of March 31, 2026 and December 31,

Making estimates requires management to exercise

significant judgment.

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

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

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

Accordingly, actual results may differ from these

The Company considers all short-term investments

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

The Company had $ 26,560 and $ 140,550 in cash

as of June 30, 2026 and December 31, 2025, respectively.

The Company did no t have any cash equivalents as of June 30, 2026 and December

Cash and marketable securities held in trust account

At March 31, 2026 and December 31, 2025, all of the

assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

At June 30, 2026 and December 31, 2025, all of

the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S.

Treasury securities.

These securities

are presented on the unaudited condensed consolidated balance sheets at fair value at the end of each reporting period.

securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period.

Earnings on these

securities are included in dividend income in the accompanying unaudited condensed consolidated statements of income and are automatically

securities are included in dividend income in the accompanying unaudited condensed consolidated statements of operations and are automatically

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

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At all other times, ordinary shares are classified as shareholders’ equity.

Accordingly, as of March 31, 2026 and December

Accordingly, as of June 30, 2026 and December

31, 2025, 2,535,821 and 2,535,821 ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

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or in absence of retained earnings, additional paid-in capital).

As of March 31, 2026 and December 31, 2025, the ordinary

shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets are disclosed in the following

As of June 30, 2026 and December 31, 2025, the

ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheets are disclosed in the following

Schedule of ordinary shares subject to possible redemption

Gross proceeds

Proceeds allocated to Public Rights

( 3,767,573 )

Offering costs of Public Shares

( 2,661,858 )

Accretion of carrying value to redemption value - 2024

Subsequent remeasurement of ordinary shares subject to possible redemption - 2024

Ordinary shares subject to possible redemption as of December 31, 2024

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Subsequent remeasurement of ordinary shares subject to possible redemption - 2026

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

Ordinary shares subject to possible redemption as of June 30, 2026

Rights accounting

Rights — Except in cases where the Company is

not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary

Rights — Except in cases where the Company

is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary

share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection

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

The Company will not issue fractional shares in connection

with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance

with the applicable provisions of the British Virgin Islands law.

As a result, the holders of the rights must hold rights in multiples

of ten in order to receive shares for all of the holders’ rights upon closing of a Business Combination.

If the Company is unable

to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders

of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s

The Company will not issue fractional shares in

connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed

in accordance with the applicable provisions of the British Virgin Islands law.

As a result, the holders of the rights must hold rights

in multiples of ten in order to receive shares for all of the holders’ rights upon closing of a Business Combination.

If the Company

is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,

holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s

assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

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each subsequent quarterly period end date while the rights are outstanding.

For issued or modified rights that meet all of the

criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

For issued or modified rights that meet all of

the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance.

or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities

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

As the rights issued upon the IPO and private placements

meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

As the rights issued upon the IPO and private

placements meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.

Concentration of credit risk

Financial instruments that potentially subject the

Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this account.

Income taxes are determined in accordance with the

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

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash and investments account in a financial institution, which, at times, may

exceed the Federal Depository Insurance Coverage of $250,000 and Securities Investor Protection Corporation of $500,000.

The Company has

not experienced losses on this account.

Income taxes are determined in accordance with

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

Under this method, deferred tax assets and liabilities

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the enactment date.

ASC 740 prescribes a comprehensive model for how companies

should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on

a tax return.

Under ASC 740, tax positions must initially be recognized in the unaudited condensed financial statements when it is more

likely than not the position will be sustained upon examination by the tax authorities.

The Company’s management determined that

the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related

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

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of March 31, 2026 and December 31, 2025.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

ASC 740 prescribes a comprehensive model for

how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or

expected to be taken on a tax return.

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

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

The Company’s management determined that the British Virgin Islands is the Company’s major tax

jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax

There were no

unrecognized tax benefits and no

amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025.

The Company is currently not aware of any

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

The Company may be subject to potential examination

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as the redemption value approximates fair value.

The net income

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

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

Schedule of net income (loss) per share

For the Three Months ended

March 31, 2026

For the Three Months ended

March 31, 2025

the Three Months ended

June 30, 2026

the Three Months ended

June 30, 2025

Ordinary Shares

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Interest income earned in investments held in Trust Account

Dividend income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary share

Total allocation to redeemable and non-redeemable ordinary shares

$ ( 150,911 )

Denominators:

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Basic and diluted net income (loss) per share

For the Six Months ended

June 30, 2026

the Six Months ended

June 30, 2025

Ordinary Shares

Non-Redeemable

Ordinary Share

Non-Redeemable

Ordinary Share

Basic and diluted net income (loss) per share:

Dividend income earned in investments held in Trust Account

Total expenses

Total allocation to redeemable and non-redeemable ordinary shares

$ ( 110,538 )

$ ( 171,780 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Related parties

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· Fair value of financial instruments

The fair value of the Company’s assets and liabilities,

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

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

The Company applies ASC 820, which establishes a framework

for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an exit price,

which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous

market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established in ASC 820

generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair

The fair value of the Company’s assets and

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

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

The Company applies ASC 820, which establishes

a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines fair value as an

exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or

most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy established

in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed

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Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The following table presents information about the

Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025,

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2026 and December 31,

2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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Recent accounting pronouncements

Management does not believe that any recently issued,

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

Management does not believe that any recently

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

condensed consolidated financial statements.

NOTE 3 – INITIAL

PUBLIC OFFERING

INITIAL PUBLIC OFFERING

On September 19, 2024, the Company sold 6,000,000 Public

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to the Company’s Amended and Restated Memorandum and Articles of Association, or in connection with the Company’s liquidation.

In accordance with the SEC and its staff’s guidance

on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the

Company require ordinary shares subject to redemption to be classified outside of permanent equity.

In accordance with the SEC and its staff’s

guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control

of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.

If it is probable that the equity instrument will

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paid-in capital).

NOTE 4 – PRIVATE

Simultaneously with the closing of the Initial Public

Offering, the Company consummated a private placement of 250,000 Private Placement Units, at a price of $ 10.00 per Private

Placement Unit.

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Company consummated a private placement of 250,000 Private Placement Units, at a price of $ 10.00 per

Private Placement Unit.

Each Private Placement Unit consists of one Private Placement Share and one right (“Private

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of the initial business combination.

The Private Placement Units are identical to the Public

Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.

NOTE 5 – RELATED

PARTY TRANSACTIONS

Founder Shares

On December 18, 2023, the Company issued 10,000 founder

shares with no par value in consideration of $ 1,000 .

On December 31, 2023, the Company authorized to issue an aggregate of 1,715,000 founder

shares with no par value to the initial shareholder, including an aggregate of 225,000 ordinary shares subject to forfeiture by the Sponsor

to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholder

will collectively own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units

and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) (see Note 6) for an aggregate purchase

price of $ 24,000 .

The Private Placement Units are identical to the

Public Units sold in the Initial Public Offering except for certain registration rights and transfer restrictions.

RELATED PARTY TRANSACTIONS

On December 18, 2023, the Company issued 10,000

founder shares with no par value in consideration of $ 1,000 .

On December 31, 2023, the Company authorized to issue an aggregate of 1,715,000

founder shares with no par value to the initial shareholder, including an aggregate of 225,000 ordinary shares subject to forfeiture by

the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial

shareholder will collectively own 20% of the issued and outstanding shares after the Initial Public Offering (excluding the sale of the

Private Units and assuming the initial shareholders do not purchase any Units in the Initial Public Offering) (see Note 6) for an aggregate

purchase price of $ 24,000 .

In November 2024, the underwriter did not exercise their 45-day option to purchase 900,000 Units, therefore

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of the Sponsor $10,000 per month for these services commencing on the closing date of this offering for 15 months (or up to 21 months).

For three months ended March 31, 2026 and 2025, the Company incurred $ 30,667 and $ 30,000 in fees for these services included

in formation and operations costs in the unaudited condensed consolidated statements of income, respectively.

As of March 31, 2026 and

December 31, 2025, the unpaid balance was $ 184,667 and $ 154,000 included in amount due to sponsor in the unaudited condensed

consolidated balance sheets, respectively.

For the six months ended June 30, 2026 and 2025, the Company incurred $ 60,667 and $ 60,000 in fees for these services included

in formation and operations costs in the unaudited condensed consolidated statements of operations, respectively.

For three months ended June

30, 2026 and 2025, the Company incurred $ 30,000 and $ 30,000 in fees for these services included in formation and operations

costs in the unaudited condensed consolidated statements of operations, respectively.

As of June 30, 2026 and December 31, 2025, the unpaid

balance was $ 214,667 and $ 154,000 included in amount due to sponsor in the unaudited condensed consolidated balance sheets,

respectively.

Amount Due to Sponsor

As of March 31, 2026 and December 31, 2025, we had

temporary advances of $ 1,011,924 and $ 790,038 from the Sponsor, respectively.

The balance is unsecured, interest-free and has no

fixed terms of repayment.

NOTE 6 – SHAREHOLDERS’

As of June 30, 2026 and December 31, 2025, we

had temporary advances of $ 1,281,932 and $ 790,038 from the Sponsor, respectively.

The balance is unsecured, interest-free and has

no fixed terms of repayment.

SHAREHOLDERS’ DEFICIT

Ordinary shares

The Company is authorized to issue 500,000,000 ordinary

shares with no par value.

The Company is authorized to issue 500,000,000

ordinary shares with no par value.

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

As of March 31, 2026 and December 31, 2025, there

As of June 30, 2026 and December 31, 2025, there

were 1,750,000 ordinary shares issued and outstanding excluding 2,535,821 ordinary shares subject to possible redemption.

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

NOTE 7 – COMMITMENTS

AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Risk and uncertainties

On August 16, 2022, the Inflation Reduction Act of

2022 (the “IR Act”) was signed into federal law.

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

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occur after December 31, 2022.

Therefore, any redemption or other repurchase that

occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or

otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with

the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination

but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming shareholders, the mechanics of any required

payments of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a

business combination and in the Company’s ability to complete a business combination.

Therefore, any redemption or other repurchase

that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote

or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection

with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any

“PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business

combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance

from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming shareholders, the mechanics

of any required payments of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand

to complete a business combination and in the Company’s ability to complete a business combination.

Registration Rights

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only has one operating segment.

When evaluating the Company’s performance and

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

When evaluating the Company’s performance

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

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

statements of income.

statements of operations.

The key measures of segment profit or loss reviewed

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with all agreements and budget.

NOTE 9 – SUBSEQUENT

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date

but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet

date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions

that occurred after the balance sheet date, up through the date the Company issued the unaudited condensed consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements