UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41922

JVSPAC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

G/F Hang Tak Building

1 Electric Street

Wan Chai Hong Kong

(Address of principal executive offices)

(+852) 9258 9728

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Units	JVSAU	The Nasdaq Stock Market LLC
Class A ordinary shares, no par value	JVSA	The Nasdaq Stock Market LLC
Rights	JVSAR	The Nasdaq Stock Market LLC

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 814, ~~2024~~2025, 6,248,750 Class A ordinary shares and 1,437,500 Class B ordinary share were issued and outstanding.

JVSPAC ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information		1
Item 1. Financial Statements		1
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations For The Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Operations For The Three Months Ended March 31, 2025 and 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Equity (Deficit) For The Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Changes in Shareholders’ Equity (Deficit) For The Three Months Ended March 31, 2025 and 2024 (Unaudited)		3
Condensed Statements of Cash Flows For The Nine Months Ended September 30, 2024 and 2023 (Unaudited)		4
Condensed Statements of Cash Flows For The Three Months Ended March 31, 2025 and 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1918
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		24
Item 4. Controls and Procedures		24
Part II. Other Information		25
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		2627
Part III. Signatures		27
Signatures		28

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section in Part II, Item 1A of this Form 10-Q, and the Risk Factors section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, ~~2023~~2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~April~~March 111, ~~2024~~2025 and the Company’s final prospectus for its initial public offering filed with the SEC on January 19, 2024. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

PART I – FINANCIAL INFORMATION

Item 1. ~~Interim~~ Financial Statements.

JVSPAC ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	(unaudited)
ASSETS
Current assets
Cash	$	~~844~~1,~~690~~716,046		$	—809,301
Prepaid expenses and other current assets		~~124~~237,~~887~~584			754,~~650~~261
Total Current Assets		~~969~~1,~~577~~953,630			7863,~~650~~562
Deferred offering costs		—			386,725
Investment held in Trust Account		61,481,368			60,270,176
Investment held in Trust Account		59,579,851			—
TOTAL ASSETS	$	63,434,998		$	61,133,738
TOTAL ASSETS	$	60,549,428		$	394,375
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	~~110~~45,~~755~~681		$	591,~~312~~530
Accrued offering costs		70,000			200,000
Due to third party - Hotel101 Global		2,000,000			—
Promissory note – related party		286,385			286,385
Accrued offering costs		—			70,000
Total Liabilities		467,140			491,697
Promissory note - related party		286,385			286,385
Total Liabilities		2,332,066			447,915
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 5,750,000 shares and 0 shares issued and outstanding at redemption value of $10.14 and $0 at September 30, 2024 and December 31, 2023, respectively		58,294,518			—
Class A ordinary shares subject to possible redemption, 5,750,000 shares issued and outstanding at redemption value of $10.69 and $10.45 at March 31, 2025 and December 31, 2024, respectively		61,481,368			60,086,556
Shareholders’ Equity (Deficit)
Preference shares, no par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value; 100,000,000 shares authorized; 498,750 shares issued and outstanding (excluding 5,750,000 subject to possible redemption) at September 30, 2024; none issued and outstanding at December 31, 2023		—			—
Class A ordinary shares, no par value; 100,000,000 shares authorized; 498,750 shares issued and outstanding (excluding 5,750,000 subject to possible redemption) at March 31, 2025; 498,750 shares issued and outstanding (excluding 5,750,000 subject to possible redemption) at December 31, 2024		—			—
Class B ordinary shares, no par value; 10,000,000 shares authorized; 1,437,500 shares issued and outstanding at September 30, 2024 and December 31, 2023 (1)		25,000			25,000
Class B ordinary shares, no par value; 10,000,000 shares authorized; 1,437,500 shares issued and outstanding at March 31, 2025 and December 31, 2024		25,000			25,000
Additional paid-in capital		486,066			—
(Accumulated deficit) Retained earnings		(403,436	)		574,267
Retained earnings (Accumulated deficit)		1,276,704			(122,322	)
Total Shareholders’ Equity (Deficit)		(378,436	)		599,267
Total Shareholders’ Equity (Deficit)		1,787,770			(97,322	)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	63,434,998		$	61,133,738
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	60,549,428		$	394,375

~~(1)~~ The ~~Includes~~accompanying upnotes toare ~~187,500~~an ~~Class~~integral ~~B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in~~ part ~~by the underwriters (see Note 5). On January 23, 2024, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise~~ of the ~~underwriters’~~unaudited ~~option~~condensed tofinancial ~~purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were no longer subject to forfeiture~~statements.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~1

1JVSPAC ACQUISITION CORP.

~~JVSPAC~~CONDENSED ~~ACQUISITION~~STATEMENTS ~~CORP.~~OF OPERATIONS

~~CONDENSED STATEMENTS OF OPERATIONS~~(UNAUDITED)

(UNAUDITED)

	For the Three Months Ended March 31,
	2025			2024
Operating costs	$	234,064		$	233,280
Loss from operations		(234,064	)		(233,280	)

Other income:
Interest income – Trust		636,192			559,296
Interest income – Bank		14,981			4,945
Total other income		651,173			564,241

Net income	$	417,109		$	330,961

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		5,750,000			4,296,703

Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.12		$	0.15

Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		1,936,250			1,762,802

Basic and diluted net income per share, Non-redeemable Class A and Class B ordinary shares	$	(0.13	)	$	(0.19	)

	For the Three Months Ended September 30,						For The Nine Months Ended September 30,
	2024			2023			2024			2023
Operating and formation costs	$	149,054		$	48,928		$	709,844		$	50,253
Loss from operations		(149,054	)		(48,928	)		(709,844	)		(50,253	)
Other income:
Interest income – Trust		764,667			—			2,079,851			—
Interest income – Bank		11,270			—			29,019			—
Total other income		775,937			—			2,108,870			—
Net income (loss)	$	626,883		$	(48,928	)	$	1,399,026		$	(50,253	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to redemption		5,750,000			—			5,267,336			—
Basic and diluted net income per share, Class A ordinary shares subject to redemption	$	0.16		$	—		$	0.46		$	—
Basic and diluted weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		1,936,250			1,250,000			1,878,645			1,250,000
Basic and diluted net loss per share, Non-redeemable Class A and Class B ordinary shares	$	(0.16	)	$	(0.04	)	$	(0.53	)	$	(0.04	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

(1) Includes up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 23, 2024, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were no longer subject to forfeiture.2

~~The~~JVSPAC ~~accompanying~~ACQUISITION ~~notes are an integral part of the unaudited condensed financial statements~~CORP.

2CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

~~JVSPAC ACQUISITION CORP.~~(UNAUDITED)

~~CONDENSED~~FOR ~~STATEMENTS~~THE OFTHREE ~~CHANGES~~MONTHS INENDED ~~SHAREHOLDERS’ EQUITY~~MARCH ~~(DEFICIT)~~31, 2025

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Retained Earnings (Accumulated			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount		Capital		Deficit)			(Deficit)
Balance — December 31, 2024		498,750	$	—		1,437,500	$	25,000	$	—	$	574,267		$	599,267

Accretion of carrying value to redemption value		—		—		—		—		—		(1,394,812	)		(1,394,812	)

Net income		—		—		—		—		—		417,109			417,109

Balance – March 31, 2025		498,750	$	—		1,437,500	$	25,000	$	—	$	(403,436	)	$	(378,436	)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, 2024

	Class A Ordinary Shares				Class B Ordinary Shares~~(1)~~				Additional Paid-in			Retained Earnings (Accumulated			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit)			(Deficit)
Balance — December 31, 2023		—	$	—		1,437,500	$	25,000	$	—		$	(122,322	)	$	(97,322	)
Proceeds allocated to Public Rights, net of issuance costs of $83,035		—		—		—		—		2,676,965			—			2,676,965
Sale of 240,000 Private Placement Units, net of issuance costs of $21,813		240,000		—		—		—		2,378,187			—			2,378,187
Issuance of Representative Shares		258,750		—		—		—		632,284			—			632,284
Accretion of carrying value to redemption value		—		—		—		—		(1,477,390	)		—			(1,477,390	)
Net income		—		—		—		—		—			330,961			330,961
Balance – March 31, 2024		498,750	$	—		1,437,500	$	25,000	$	4,210,046		$	208,639		$	4,443,685
Accretion of carrying value to redemption value		—		—		—		—		(1,857,601	)		—			(1,857,601	)
Net income		—		—		—		—		—			441,182			441,182
Balance – June 30, 2024		498,750	$	—		1,437,500	$	25,000	$	2,352,445		$	649,821		$	3,027,266
Accretion of carrying value to redemption value		—		—		—		—		(1,866,379	)		—			(1,866,379	)
Net income		—		—		—		—		—			626,883			626,883
Balance – September 30, 2024		498,750	$	—		1,437,500	$	25,000	$	486,066		$	1,276,704		$	1,787,770

~~FOR~~The ~~THE~~accompanying ~~THREE~~notes ~~AND~~are ~~NINE~~an ~~MONTHS~~integral ~~ENDED~~part ~~SEPTEMBER~~of ~~30,~~the ~~2023~~unaudited condensed financial statements.

	Class B Ordinary Shares(1)				Additional Paid in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2022		1,437,500	$	25,000	$	—	$	(45,495	)	$	(20,495	)
Net loss		—		—		—		(663	)		(663	)
Balance – March 31, 2023		1,437,500	$	25,000	$	—	$	(46,158	)	$	(21,158	)
Net loss		—		—		—		(662	)		(662	)
Balance – June 30, 2023		1,437,500	$	25,000	$	—	$	(46,820	)	$	(21,820	)
Net loss		—		—		—		(48,928	)		(48,928	)
Balance – September 30, 2023		1,437,500	$	25,000	$	—	$	(95,748	)	$	(70,748	)

~~(1)~~JVSPAC ~~Includes~~ACQUISITION ~~up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5)~~CORP. On January 23, 2024, Company consummated its IPO and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were no longer subject to forfeiture.

~~The~~CONDENSED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CASH ~~an integral part of the unaudited condensed financial statements.~~FLOWS

3(UNAUDITED)

JVSPAC ACQUISITION CORP.

	For the Three Months Ended March 31,
	2025			2024
Cash Flows from Operating Activities:
Net income	$	417,109		$	330,961
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(636,192	)		(559,296	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(183,323	)		(348,694	)
Accounts payable and accrued expenses		(45,848	)		86,922
Net cash used in operating activities		(448,254	)		(490,107	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account – IPO proceeds					(57,500,000	)
Investment of cash in Trust Account - extension deposits		(575,000	)		—
Net cash used in investing activities		(575,000	)		(57,500,000	)

Cash Flows from Financing Activities:
Proceeds from third party – Hotel101 Global		2,000,000			—
Proceeds from sale of Public Units		—			57,500,000
Payment of underwriting commissions		—			(575,000	)
Proceeds from sale of Private Placement Units		—			2,400,000
Payment of offering costs		(70,000	)		(287,691	)
Net cash provided by financing activities		1,930,000			59,037,309

Net Change in Cash		906,746			1,047,202
Cash – Beginning of period		809,301			—
Cash – End of period	$	1,716,046		$	1,047,202

Non-Cash investing and financing activities:
Re-measurement of carrying value of Class A ordinary shares subject to possible redemption to redemption value	$	1,394,812		$	1,477,390
Offering costs included in accrued offering costs	$	—		$	70,000
Representative shares issued and charged to offering costs	$	—		$	632,284

~~CONDENSED~~The ~~STATEMENTS~~accompanying OFnotes ~~CASH~~are ~~FLOWS~~an integral part of the unaudited condensed financial statements.

~~(UNAUDITED)~~4

	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net income (loss)	$	1,399,026		$	(50,253	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Interest earned on investments held in Trust Account		(2,079,851	)		—
Operating expenses paid by Sponsor from issuance of Promissory Note		—			50,253
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(117,237	)		—
Accounts payable and accrued expenses		105,443			—
Net cash used in operating activities		(692,619	)		—
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(57,500,000	)		—
Net cash used in investing activities		(57,500,000	)		—
Cash Flows from Financing Activities:
Proceeds from sale of Public Units		57,500,000			—
Payment of underwriting commissions		(575,000	)		—
Proceeds from sale of Private Placement Units		2,400,000			—
Payment of offering costs		(287,691	)		—
Net cash provided by financing activities		59,037,309			—
Net Change in Cash		844,690			—
Cash – Beginning of period		—			—
Cash – End of period	$	844,690		$	—
Non-Cash investing and financing activities:
Re-measurement of carrying value of Class A ordinary shares subject to possible redemption to redemption value	$	5,201,370		$	—
Offering costs included in accrued offering costs	$	70,000		$	—
Representative shares issued and charged to offering costs	$	632,284		$	—

JVSPAC ACQUISITION CORP.

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONDENSED ~~are an integral part of~~FINANCIAL ~~the unaudited condensed financial statements.~~ STATEMENTS

4MARCH 31, 2025

~~JVSPAC ACQUISITION CORP.~~(UNAUDITED)

~~NOTES~~Note TO1 — ~~FINANCIAL~~Organization ~~STATEMENTS~~and Business Operations

JVSPAC Acquisition Corp. (~~UNAUDITED~~the “Company”) is a blank check company incorporated as a British Virgin Island (“BVI”) business company on April 20, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

~~NOTE~~As 1of March 31, 2025, the Company had not commenced any operations. ~~DESCRIPTION~~All OFactivities ~~ORGANIZATION~~for ~~AND~~the ~~BUSINESS~~period ~~OPERATIONS~~from April 20, 2021 (inception) through March 31, 2025 relates to the Company’s formation, the initial public offering (the “IPO” or “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, identifying a target company, entering into the merger agreement described below, and proceeding toward completion of a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents, and other investments from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

~~JVSPAC~~The ~~Acquisition~~Company’s ~~Corp.~~sponsor ~~(the “Company”)~~ is aWinky ~~blank~~Investments Limited, ~~check company incorporated as~~ a British Virgin ~~Island~~Islands company (the “~~BVI~~Sponsor”) ~~business~~which ~~company~~is onowned ~~April 20,~~100% ~~2021.~~by ~~The~~Albert ~~Company was incorporated for the purpose of effecting a merger~~Wong, ~~share exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (~~the ~~“Business Combination”). The~~ Company’s ~~has~~Chief ~~entered~~Executive ~~into~~Officer ~~an Agreement~~ and ~~Plan~~Chairman of ~~Merger~~ ~~with~~the ~~various parties as discussed below~~Board.

AsThe ofregistration ~~September~~statement ~~30,~~for ~~2024,~~ the Company ~~had not~~’s ~~commenced~~initial ~~any~~public ~~operations.~~offering ~~All~~(the ~~activities~~“Proposed ~~for~~Public ~~the~~Offering”, ~~period~~“Initial ~~from~~Public ~~April 20,~~Offering” ~~2021~~or ~~(inception~~“IPO”) ~~through~~was ~~September~~declared effective 30on January 18, 2024. ~~relates~~On toJanuary ~~the Company’s~~19, ~~formation~~2024, the ~~initial~~underwriters ~~public~~exercised ~~offering~~their ~~(the~~over-allotment ~~“IPO”~~option orin ~~“Initial~~full ~~Public~~and ~~Offering”)~~purchased ~~described below~~750,000 ~~and~~additional ~~subsequent~~Units. toOn ~~the~~January ~~Initial~~23, ~~Public Offering~~2024, ~~identifying~~the aCompany ~~target~~consummated ~~company~~its ~~for~~IPO aof ~~Business~~5,750,000 ~~Combination.~~units ~~The~~(“Units”), ~~Company~~which ~~will~~includes ~~not~~the ~~generate~~full ~~any~~exercise ~~operating~~of ~~revenues~~the ~~until~~underwriter’s ~~after~~over-allotment ~~the~~option. ~~completion~~Each ofUnit ~~its~~consists ~~initial~~of ~~Business~~one ~~Combination,~~Class atA ~~the~~ordinary ~~earliest.~~share, ~~The~~no ~~Company~~par ~~will~~value ~~generate~~per ~~non-operating income~~share, and inone ~~the~~right ~~form~~to receive of ~~interest~~one-fourth ~~income~~of onone ~~cash~~Class ~~and~~A ~~cash~~ordinary ~~equivalents~~share ~~from~~upon the ~~proceeds~~completion ~~derived~~of ~~from~~ the ~~IPO~~initial Business Combination. The ~~Company~~Units ~~has~~were sold ~~selected~~at ~~December 31 as~~an ~~its~~offering ~~fiscal~~price ~~year~~of ~~end~~$10.00 per Unit, generating total gross proceeds of $57,500,000 (see Note 3).

~~The~~Simultaneously ~~registration~~with ~~statement for~~ the ~~Company’s IPO~~consummation ~~was~~of ~~declared effective on January 18, 2024. On January 19, 2024,~~ the ~~underwriters exercised their over-allotment option in full and~~IPO ~~purchased~~and ~~750,000~~the ~~additional~~sale ~~Units.~~of Onthe ~~January 23~~Units, ~~2024,~~ the Company consummated ~~its~~the ~~IPO~~private ofplacement ~~5,750,000 units~~ (“~~Units~~Private Placement”), ~~which includes the full exercise~~ of ~~the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share~~240,000 nounits ~~par value per share, and one right to receive of one-fourth of one Class A ordinary share upon~~ (the ~~completion of the initial Business~~“Private ~~Combination.~~Placement ~~The~~ Units”) ~~were~~to ~~sold~~the Sponsor, at ana ~~offering~~ price of approximately $10.00 per Private Placement Unit, generating total ~~gross~~ proceeds of $572,~~500~~400,000, which is described in Note 4.

~~Simultaneously~~Transaction ~~with~~costs ~~the~~amounted ~~consummation~~to of$1,751,700 ~~the IPO~~consisting ~~and the sale~~ of ~~the Units~~$575,000 ~~the~~of ~~Company~~underwriting ~~consummated~~commissions ~~the~~which ~~private~~were ~~placement~~paid ~~(“Private~~in ~~Placement”)~~cash ofat ~~240,000 units (~~the ~~“Private Placement~~closing ~~Units”)~~date toof ~~Winky~~the ~~Investments~~IPO, ~~Limited~~$632,284 ~~the~~of ~~Company’s sponsor (~~the ~~“Sponsor”),~~Representative ~~at a price of approximately~~Shares ~~$10.00~~(as ~~per~~defined ~~Private~~in ~~Placement~~Note ~~Unit~~6), ~~generating~~and ~~total proceeds of~~ $2544,~~400,000,~~416 ~~which~~of isother ~~described~~offering ~~in Note 4~~costs.

~~Transaction~~In ~~costs~~conjunction ~~amounted~~with tothe $1IPO,~~715,700~~ ~~consisting~~the Company issued ofto ~~$575~~the underwriter 258,~~000~~750 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of ~~underwriting~~the Representative ~~commissions~~Shares ~~which~~accounted ~~was~~for ~~paid~~as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”), is included in ~~cash~~the atoffering costs. The Representative Shares were granted on the IPO closing date ofwhen the ~~IPO,~~underwriting ~~$632~~services are completed. Hence,~~284~~ the Company has determined the valuation of the Representative Shares (should be as ~~defined~~ inof ~~Note~~IPO 6closing )date. To evaluate the fair value of the representative shares, the Company used the relative fair value of the public share included in each unit and ~~$544,416~~the probability of ~~other~~the ~~offering~~business ~~costs~~combination. The estimated fair value of the Representative Shares as of the IPO date totaled $632,284.

InFollowing ~~conjunction~~the ~~with~~closing of the IPO on January 23, 2024, an amount of $57,500,000 ($10.00 per Unit) from the ~~Company~~proceeds ~~issued to~~of the ~~underwriter~~sale ~~258,750~~of ~~Class~~the AUnits ~~ordinary~~in ~~shares~~the ~~for~~IPO nowas ~~consideration~~placed in a trust account (the “~~Representative~~Trust ~~Shares~~Account”). The ~~fair~~funds ~~value~~placed ofin the Trust Account can be invested only in U.S. government treasury bills with a maturity ~~Representative~~of ~~Shares~~185 ~~accounted~~days ~~for~~or asless ~~compensation~~or in money market funds meeting certain conditions under ~~Accounting~~Rule 2a-7 ~~Standards~~under ~~Codification~~the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the private placement will not be released from the Trust Account until the earliest of (~~“ASC”~~i) the ~~718~~completion of the initial Business Combination, ~~“Compensation~~(ii) the redemption of any public –shares ~~Stock~~properly ~~Compensation”~~tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (~~“ASC~~A) modify ~~718”~~the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the redemption of all of the public shares if the Company is ~~included~~unable into complete the ~~offering~~initial ~~costs~~Business Combination within the Combination Period (defined below), subject to applicable law. The ~~estimated~~proceeds ~~fair~~deposited ~~value~~in the Trust Account could become subject to the claims of the ~~Representative~~creditors, if any, which could ~~Shares~~have aspriority ofover the ~~IPO~~claims ~~date~~of ~~totaled~~the ~~$632,284~~public shareholders.

~~Following~~The ~~the~~Company’s ~~closing~~management ofhas ~~the~~broad ~~IPO~~discretion with onrespect ~~January~~to ~~23, 2024,~~the anspecific ~~amount~~application of ~~$57,500,000 ($10.00 per Unit) from~~ the net proceeds of the ~~sale~~IPO ofand the ~~Units~~Private inPlacement ~~the~~Units, ~~IPO~~although ~~was~~substantially ~~placed~~all ~~in a trust account (the~~of ~~“Trust~~the ~~Account”).~~net ~~The~~proceeds ~~funds~~are ~~placed~~intended into ~~the~~be ~~Trust~~applied ~~Account~~generally ~~will~~toward beconsummating ~~invested~~a ~~only~~Business ~~in U~~Combination.S. ~~government~~There ~~treasury~~is ~~bills~~no ~~with~~assurance athat ~~maturity~~the Company ofwill ~~185~~be ~~days~~able orto ~~less~~complete ora inbusiness ~~money~~combination ~~market~~successfully. ~~funds~~The ~~meeting~~initial ~~certain~~Business ~~conditions~~Combination ~~under~~must ~~Rule 2a-7~~be ~~under~~with ~~the~~one ~~Investment~~or ~~Company~~more ~~Act~~target ~~which invest~~businesses ~~only~~or inassets ~~direct~~having ~~U.S.~~an ~~government~~aggregate ~~treasury~~fair ~~obligations.~~market ~~Except~~value ~~with~~of ~~respect~~at toleast ~~interest~~80% ~~earned~~of on the ~~funds~~value ~~held~~of in the Trust Account ~~that may~~(defined bebelow) ~~released~~(less toany ~~the~~taxes ~~Company~~payable on tointerest ~~pay~~earned ~~its~~and ~~taxes,~~less if any, ~~the~~interest ~~proceeds~~earned ~~from~~thereon ~~the~~that ~~IPO~~is ~~and~~released to the ~~private~~Company ~~placement~~for ~~will~~taxes) ~~not~~at ~~be released from~~ the ~~Trust~~time ~~Account~~of ~~until~~signing ~~the~~a ~~earliest~~definitive agreement ofin ~~(i) the~~connection ~~completion~~with of the initial Business Combination. However, ~~(ii)~~ the ~~redemption~~Company ofwill ~~any~~only ~~public shares~~complete ~~properly tendered in connection with~~ a ~~shareholder~~Business ~~vote~~Combination toif ~~amend~~ the ~~Company’s amended and restated memorandum and articles~~post-Business ofCombination ~~association~~company toowns ~~(A) modify~~or ~~the~~acquires ~~substance~~50% or ~~timing~~more of the ~~Company’s~~outstanding ~~obligation~~voting tosecurities ~~redeem 100%~~ of the ~~public~~target ~~shares~~or ifotherwise ~~the Company~~acquires ~~does~~a ~~not~~controlling interest ~~complete~~in the ~~initial~~target ~~Business~~sufficient ~~Combination~~for ~~within~~it ~~the~~not ~~Combination Period (defined below) or (B) with respect~~ to ~~any other~~be ~~provision~~required ~~relating~~ to ~~shareholders’~~register ~~rights~~as oran ~~pre-Business~~investment ~~Combination~~company ~~activity~~under ~~and (iii)~~ the ~~redemption~~Investment ofCompany ~~all~~Act of ~~the~~1940, ~~public~~as ~~shares~~amended if (the “Investment Company ~~is unable to complete the initial Business Combination within the Combination Period (defined below~~Act”)~~, subject to applicable law~~. ~~The~~There ~~proceeds~~is ~~deposited~~no inassurance that the ~~Trust~~Company ~~Account~~will ~~could~~be ~~become~~able ~~subject~~ to ~~the~~successfully ~~claims~~effect ofa ~~the creditors, if any, which could~~Business ~~have priority over the claims of the public shareholders~~Combination.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a business combination successfully. The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.5

5The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial 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 decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.00 per public share (subject to increase of up to an additional $0.20 per unit in the event that the Sponsor elects to extend the period of time to consummate a Business Combination (the “Combination Period”) for the full six (6) months, as described in more detail in the IPO below and in Note 10).

The Company ~~will~~accounted ~~provide~~for ~~the~~its ~~public~~Class ~~shareholders~~A ordinary shares subject to possible redemption in accordance with the ~~opportunity~~guidance toin ~~redeem~~ASC ~~all~~Topic or480, a“Distinguishing ~~portion~~Liabilities offrom ~~their~~Equity” (ASC ~~public~~480). Ordinary shares ~~upon~~subject ~~the~~to ~~completion~~mandatory ofredemption ~~the~~(if ~~initial~~any) ~~Business~~will ~~Combination~~be ~~either~~classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (~~i) in~~including ~~connection~~ordinary ~~with~~shares athat ~~shareholder~~features ~~meeting~~redemption ~~called~~rights tothat ~~approve~~are either within the ~~Business~~control ~~Combination~~of the holder or ~~(ii) by~~subject ~~means~~to ofredemption aupon ~~tender~~the ~~offer. The~~occurrence ~~decision~~of asuncertain toevents ~~whether~~not solely within the Company’s control) will ~~seek~~be ~~shareholder~~classified ~~approval~~as oftemporary aequity. ~~proposed~~At ~~Business~~all ~~Combination~~other ortimes, ~~conduct~~ordinary ashares ~~tender~~will ~~offer~~be ~~will~~classified as stockholders’ equity. In accordance bewith ~~made~~ASC by480-10-S99, the Company, ~~solely~~classified inthe ~~its~~Class ~~discretion,~~A ~~and~~ordinary ~~will~~shares besubject ~~based~~to onredemption aoutside ~~variety~~ of ~~factors~~permanent ~~such~~equity as the ~~timing~~redemption provisions ofare ~~the~~not ~~transaction~~solely ~~and whether~~within the ~~terms~~control of the ~~transaction~~Company. ~~would~~Given ~~require~~that the ~~Company~~5,750,000 toClass ~~seek~~A ~~shareholder~~ordinary ~~approval~~shares ~~under~~sold as part of the ~~law~~units in orthe ~~stock~~IPO ~~exchange~~were ~~listing~~issued ~~requirement. The~~with ~~Company~~other ~~will~~freestanding ~~provide~~instruments (i.e., rights), the ~~public~~initial ~~shareholders~~carrying ~~with~~value ~~the~~of ~~opportunity~~Class toA ~~redeem~~ordinary ~~all~~shares orsubject to apossible ~~portion~~redemption ofclassified ~~their~~as ~~public~~temporary ~~shares~~equity ~~upon~~was the ~~completion of~~allocated ~~the~~proceeds ~~initial~~determined ~~Business~~in ~~Combination~~accordance atwith aASC ~~per~~470-~~share~~20. ~~price,~~If ~~payable~~it inis ~~cash~~probable that the equity instrument will become redeemable, ~~equal~~the toCompany has the ~~aggregate~~option ~~amount~~to ~~then~~either on(i) ~~deposit~~accrete changes in the ~~Trust~~redemption value over ~~Account~~the asperiod offrom ~~two~~the ~~business~~date ~~days~~of ~~prior~~issuance to(or from the ~~consummation~~date ofthat it becomes probable that the ~~initial~~instrument ~~Business~~will ~~Combination~~become redeemable, ~~including~~if ~~interest~~later) to ~~(which~~the ~~interest~~earliest ~~shall be~~redemption ~~net~~date of ~~taxes~~the ~~payable~~instrument or (ii) ~~divided~~recognize bychanges in the ~~number~~redemption ofvalue ~~then~~immediately ~~outstanding~~as ~~public~~they ~~shares,~~occur ~~subject~~and to adjust the ~~limitations~~carrying ~~described~~amount ~~herein.~~of ~~The~~the ~~amount in~~instrument to equal the ~~Trust~~redemption ~~Account~~value isat ~~initially~~the ~~anticipated~~end toof beeach ~~$10~~reporting period.00 ~~per~~The ~~public~~Company ~~share~~has ~~(subject~~elected to ~~increase~~recognize the ofchanges upin toredemption anvalue in additional ~~$0.20~~paid-in ~~per~~capital ~~unit~~ (or accumulated deficit in the ~~event~~absence ~~that~~of ~~the~~additional ~~Sponsor~~paid-in ~~elects~~capital) toover an ~~extend~~expected 12-month period, which is the initial period ofthat ~~time~~the Company has to ~~consummate~~complete a Business Combination. Subsequent to the IPO date, asthe ~~described~~accretion also includes the dividend and interest income earned in ~~more~~the ~~detail~~Trust Account in excess of income and franchise taxes, if any, as well as required deposits to extend the ~~IPO)~~deadline to complete a Business Combination ever since January 23, 2025.

The Company ~~accounted~~initially ~~for~~has ~~its~~only ~~Class~~12 Amonths ~~ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities~~ from ~~Equity”~~ (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the ~~control~~closing of the ~~holder~~IPO (or ~~subject~~up to ~~redemption~~18 ~~upon~~months ~~the~~from ~~occurrence of uncertain events not solely within~~ the ~~Company’s~~closing control) will be classified as temporary equity. At all other times, ordinary shares will be classified as stockholders’ equity. In accordance with ASC 480-10-S99, the Company classified the Class A ordinary shares subject to redemption outside of ~~permanent equity as~~ the ~~redemption provisions~~IPO ~~are~~if ~~not solely within~~ the ~~control of the~~ Company. ~~Given~~extends ~~that~~ the ~~5,750,000~~Combination ~~Class~~Period Aby ~~ordinary shares sold as part of~~ the ~~units in~~full ~~the~~six ~~IPO were issued with other freestanding instruments~~ (~~i.e.,~~6) ~~rights~~months), (the ~~initial~~“Combination ~~carrying~~Period”) ~~value~~to ofcomplete ~~Class A ordinary shares classified as temporary equity was~~ the ~~allocated~~initial ~~proceeds~~Business ~~determined in accordance with ASC 470-20~~Combination. IfOn iteach of isJanuary ~~probable~~13, ~~that~~2025 ~~the~~and ~~equity~~April ~~instrument will~~14, ~~become redeemable~~2025, the Company ~~has~~deposited ~~the~~$575,000, ~~option~~for toan ~~either~~aggregated ~~(i) accrete changes in the redemption value over the period from the date~~ of ~~issuance~~$1,150,000, ~~(or~~into ~~from~~ the ~~date~~Trust ~~that it becomes probable that the instrument will become redeemable~~Account, ~~if later) to the earliest redemption~~extending ~~date of~~ the ~~instrument~~time oravailable ~~(ii)~~to ~~recognize~~consummate ~~changes~~a inBusiness ~~the~~Combination ~~redemption~~from ~~value~~January ~~immediately~~23, as2025 ~~they occur and adjust the carrying amount of the instrument~~ to ~~equal~~July ~~the~~23, ~~redemption value at the end of each reporting period~~2025. ~~The~~There is ~~Company~~no ~~has~~assurance ~~elected~~that ~~to recognize~~ the ~~changes~~Business inCombination ~~redemption value~~will asbe acompleted ~~charge~~before ~~against~~July ~~retained earnings or~~23, ~~in the absence of retained earnings~~2025, asor aat ~~charge against additional paid-in-capital over an expected 12-month period leading up to a business combination~~all.

The Company will have only 12 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed 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 (which interest shall be net of taxes payable, and 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under British Virgin Islands law to provide for claims of creditors and the requirements of other applicable law.

The underwriters, the Sponsor, officers and directors have agreed to (i) to waive their redemption rights with respect to their Founder Shares (as defined in Note 5), Representative~~’s Shares~~ Shares (as defined in Note 6) and public shares in connection with the completion of the initial Business Combination and (ii) to ~~waive~~ waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from  the ~~Trust~~ Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the ~~Combination~~ Combination Period). If the Company submits the initial Business Combination to the public shareholders for a vote, the underwriters, the Sponsor, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and Representative’s Shares held by them and any public shares purchased during or or after the IPO in favor of the initial Business Combination.

6The Company’s 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 amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, 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 IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations.

The Company’s 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 amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, 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 IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such obligations.6

OnBusiness April 8, 2024, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement” and, as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Global”), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and together with Hotel101 Global, the “Target Parties”), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. (“DoubleDragon”); (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Worldwide”, and together with DDPC, and DoubleDragon, the “Principal Shareholders”), (vi) Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon (“PubCo”), (vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”). Pursuant to the Merger Agreement, among other things, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to PubCo (the “Share Transfer”) in exchange for 30,935,563 PubCo Class A ordinary shares (the “Transfer Payment Shares”) pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC (the “Property Transfer”), (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo (“Company Amalgamation”) and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “SPAC Merger”). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC, Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000 which will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share (the “Closing Payment Shares”).Combination

~~The~~On April 8, 2024, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement” ~~contains~~and, ~~customary~~as ~~representations~~it may be amended, ~~warranties~~supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Global”), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and ~~covenants~~together with Hotel101 Global, the “Target Parties”), (iii) DoubleDragon Corporation, a company incorporated under the laws of the ~~parties~~Philippines ~~thereto~~and listed on the Philippine Stock Exchange, Inc. ~~The~~ ~~consummation~~(“DoubleDragon”); (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the ~~proposed~~laws of Singapore (“Hotel101 Worldwide”, and together with DDPC, and DoubleDragon, the “Principal Shareholders”), (vi) Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon (“PubCo”), (vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo (“Merger isSub ~~subject~~1”), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”). Pursuant to ~~certain~~the ~~conditions~~Merger Agreement, among other things, (i) prior to the Company Amalgamation and SPAC Merger (each as ~~further~~defined ~~described~~below), DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to PubCo (the “Share Transfer”) in exchange for 30,935,563 PubCo Class A ordinary shares (the “Transfer Payment Shares”) pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC (the “Property Transfer”), (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo (“Company Amalgamation”) and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “SPAC Merger”). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC, Hotel101 Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000 which will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share (the “Closing Payment Shares”).

~~See~~The ~~the~~Merger ~~Current~~Agreement ~~Report~~contains oncustomary ~~Form~~representations, warranties ~~8-K~~and ~~filed~~covenants byof the ~~Company~~ ~~with~~parties thereto. The consummation of the ~~SEC~~proposed onMerger ~~April~~is 8,subject ~~2024~~to ~~for~~certain ~~additional~~conditions ~~information~~as further described in the Merger Agreement.

OnThe ~~September 3, 2024, the~~ Company ~~entered~~filed into the First Amendment to Agreement and Plan of Merger (the “First Amendment”) with the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a ~~wholly owned~~Form ~~subsidiary~~8-K ~~of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge~~ with ~~and into~~ the ~~Company~~SEC with the Company being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of “Closing Payment Shares”, “Consideration Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement” were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on ~~the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties~~April ~~of the parties and certain covenants regarding D&O Tail Insurance~~8, ~~financial~~2024 ~~statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected~~ to ~~occur~~announce ~~by January 23, 2025 and termination of~~ the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the Company’s working capital account US$2,000,000 to extend the existence and cover certain expenses of the Company, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.

~~See~~On September 3, 2024, the ~~Current~~Company ~~Report~~entered oninto the ~~Form~~First ~~8-K~~Amendment ~~filed~~to byAgreement and Plan of Merger (the “First Amendment”) with the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the ~~SEC~~surviving onentity, ~~September~~and 5as a wholly owned subsidiary of PubCo, ~~2024~~(iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into the Company with the Company being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of “Closing Payment Shares”, “Consideration Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement” were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for ~~additional~~the ~~information~~right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the Company’s working capital account US$2,000,000 to extend the existence and cover certain expenses of the Company, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.

7The Company filed a Form 8-K with the SEC on September 5, 2024 to announce the First Amendment.

~~Going~~As ~~Concern~~described above and in Note 10, pursuant to the First Amendment dated September 3, 2024, the Company received $2,000,000 from Hotel101 Global on January 8, 2025 to extend the existence of the Company for up to one year and to cover certain expenses of the Company. Using the funds received from Hotel101 Global, the Company deposited $575,000 (representing $0.10 per Class A ordinary share subject to possible redemption) into the Trust Account on January 13, 2025, extending the Combination Period from January 23, 2025 to April 23, 2025. Using the funds received from Hotel101 Global, the Company deposited an additional $575,000 (representing $0.10 per Class A ordinary share subject to possible redemption) into the Trust Account on April 14, 2025, extending the Combination Period from April 23, 2025 to July 23, 2025.

AsOn ofMay ~~September 30~~9, ~~2024~~2025, ~~the~~Pubco ~~Company had cash of $844,690~~ and ~~a working capital of $502,437. The Sponsor has agreed to loan~~ the Company upfiled ~~to $350,000 to be used for~~ a ~~portion of the~~ ~~expenses~~preliminary ofproxy ~~the~~statement ~~IPO.~~prospectus ~~The~~for ~~loan is non-interest bearing, unsecured and shall be payable promptly after~~ the ~~date~~extraordinary ongeneral ~~which~~meeting ~~the~~of ~~Company consummates~~shareholders ~~an initial public offering~~ of ~~its securities or~~ the ~~date on which the~~ Company ~~determines not~~ to ~~conduct~~vote anon ~~initial~~certain ~~public~~matters ~~offering~~related ofto ~~its~~the ~~securities~~Business Combination. AsThere ofis ~~September~~no ~~30,~~assurance ~~2024,~~that the ~~balance~~related ofregistration ~~$286,385~~statement ~~under the promissory note remained unpaid and~~ will be ~~due as~~declared ~~demanded~~effective.

~~The~~Going Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case, subject to compliance with applicable securities laws, the Company may issue additional securities or incur debt prior to or in connection with such Business Combination.Concern

InAs ~~connection~~of ~~with~~March 31, 2025, the Company’s ~~assessment~~ had cash of $1,716,046 ~~going~~and ~~concern~~a ~~considerations~~working incapital ~~accordance~~deficit ~~with~~of ~~Financial~~$378,436. ~~Accounting~~Prior ~~Standard~~to ~~Board’s~~the ~~Accounting~~IPO, ~~Standards~~the ~~Update~~Sponsor ~~(“ASU”) 2014-15,~~agreed ~~“Disclosures~~to ofloan ~~Uncertainties~~the ~~about~~Company, anup ~~Entity’s~~to ~~Ability~~$350,000 to ~~Continue~~be asused for a ~~Going~~portion ~~Concern~~of the expenses of the IPO. The loan is non-interest bearing,” ~~management~~unsecured ~~has~~and ~~determined~~shall be payable promptly after the date ~~that~~on ~~these~~which ~~conditions~~the ~~raise~~Company ~~substantial~~consummates ~~doubt~~an ~~about~~initial public offering of its securities or the date on which the Company’s ~~ability~~determines not to ~~continue~~conduct an asinitial apublic ~~going~~offering ~~concern~~of its securities. ~~The~~As ~~management’s~~of March 31, 2025 and December 31, 2024, the balance of $286,385 under the promissory ~~plan~~note inremained ~~addressing~~unpaid ~~this~~and ~~uncertainty~~will isbe ~~through~~due as demanded. Up to the ~~Working~~date ~~Capital~~of ~~Loans~~these unaudited condensed financial statements, the Sponsor has not demanded repayment.

The Company initially has until January 23, 2025 to consummate the initial Business Combination (assume no extensions). If the Company does not complete a Business Combination, 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 date the unaudited condensed financial statements were issued. 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 believes that it would be prudent to include in its disclosure language 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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 23, 2025 (assume no extensions).7

~~Risks~~On January 8, 2025, the Company received $2,000,000 from Hotel101 Global to meet Trust funding requirements in connection with one or more extensions on the deadline to complete an initial Business Combination and ~~Uncertainties~~for working capital purposes. The funds from Hotel101 Global are non-interest bearing and will be due as demanded. Up to the date of these unaudited condensed financial statements, Hotel101 Global has not demanded repayment.

AsThe aCompany ~~result~~expects ofto ~~the~~continue ~~military~~to ~~action~~incur ~~commenced in~~significant ~~February~~professional ~~2022~~costs byto ~~the~~remain ~~Russian~~as ~~Federation~~a ~~and~~publicly ~~Belarus~~traded incompany ~~the country of Ukraine~~ and ~~related economic sanctions, the Company’s ability~~ to ~~consummate~~incur asignificant ~~Business~~transaction ~~Combination,~~costs orin ~~the~~pursuit ~~operations~~ of ~~a target business with which~~ the ~~Company~~consummation ~~ultimately consummates~~ of a Business ~~Combination,~~ ~~may be materially and adversely affected~~Combination. InThe ~~addition, the~~ Company’s ~~ability to consummate a transaction~~ may beneed ~~dependent on the ability~~ to ~~raise~~obtain ~~equity~~additional ~~and debt~~ financing ~~which~~either ~~may~~to becomplete ~~impacted~~its byBusiness ~~these~~Combination ~~events,~~or ~~including~~because ~~as a result of increased market volatility,~~it orbecomes ~~decreased~~obligated ~~market~~to ~~liquidity~~redeem ina ~~third-party~~significant ~~financing~~number ~~being~~of ~~unavailable~~public onshares ~~terms~~upon ~~acceptable~~consummation toof ~~the~~its ~~Company~~Business orCombination, atin ~~all.~~which ~~The~~case, ~~impact of this~~subject ~~action~~to ~~and~~compliance ~~related~~with ~~sanctions~~applicable onsecurities ~~the~~laws, ~~world economy and~~ the ~~specific impact on the~~ Company’s ~~financial~~may ~~position,~~issue ~~results~~additional ofsecurities ~~operations and/~~or ~~ability~~incur todebt ~~consummate~~prior ato ~~Business~~or ~~Combination~~in ~~are~~connection ~~not yet determinable. The financial statements do not include any adjustments~~with ~~that~~such ~~might~~Business ~~result from the outcome of this uncertainty~~Combination.

8In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

~~NOTE~~The 2Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued. ~~SUMMARY~~Management OFplans ~~SIGNIFICANT~~to ~~ACCOUNTING~~address this uncertainty through a Business ~~POLICIES~~Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 23, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to do so.

~~Basis~~Risks ofand ~~Presentation~~Uncertainties

~~The~~As ~~accompanying~~a ~~unaudited~~result ~~condensed~~of ~~financial~~the Israel-Hamas conflict, ~~statements~~the ~~have~~Russia-Ukraine ~~been~~war ~~prepared~~and inthe ~~accordance~~United ~~with~~States ~~accounting~~trade ~~principles~~and ~~generally~~tariff ~~accepted~~policy in, the ~~United~~Company’s ~~States~~ability ofto ~~America~~consummate ~~(“GAAP”)~~a Business ~~for~~Combination, ~~interim~~or ~~financial~~the ~~information~~operations ~~and~~of ina ~~accordance~~target business with which the ~~instructions~~Company toultimately ~~Form~~consummates ~~10-Q~~a ~~and~~Business ~~Article~~Combination, 8may ofbe materially ~~Regulation~~and ~~S-X~~adversely ofaffected. In addition, the ~~SEC.~~Company’s ~~Certain information~~ability orto ~~footnote~~consummate ~~disclosures~~a ~~normally~~transaction ~~included~~may inbe ~~financial~~dependent ~~statements~~on ~~prepared~~the ability into ~~accordance~~raise ~~with~~equity ~~GAAP~~and ~~have~~debt ~~been~~financing ~~condensed~~which ~~or omitted,~~may ~~pursuant~~be toimpacted ~~the~~by ~~rules~~these ~~and~~events, ~~regulations~~including as a result of ~~the~~increased ~~SEC~~market volatility, ~~for~~or ~~interim~~decreased ~~financial~~market ~~reporting.~~liquidity ~~Accordingly,~~in ~~they~~third-party dofinancing ~~not~~being ~~include~~unavailable ~~all~~on ~~the~~terms ~~information and~~acceptable ~~footnotes~~to ~~necessary~~the ~~for~~Company aor ~~complete~~at ~~presentation~~all. The impact of ~~financial~~the ~~position,~~above ~~results~~actions ofand ~~operations,~~related orsanctions ~~cash~~on ~~flows.~~the Inworld economy and the ~~opinion~~specific ofimpact ~~management,~~ on the ~~accompanying~~Company’s unaudited condensed financial ~~statements~~position, ~~include~~results ~~all~~of ~~adjustments,~~operations ~~consisting~~and/or ofability ato ~~normal~~consummate ~~recurring~~a ~~nature,~~Business ~~which~~Combination are ~~necessary~~ ~~for~~not ayet ~~fair~~determinable. The ~~presentation~~financial ofstatements ~~the~~do ~~financial~~not ~~position,~~include ~~operating~~any ~~results~~adjustments ~~and~~that ~~cash~~might ~~flows~~result ~~for~~from the ~~periods~~outcome ~~presented~~of this uncertainty.

~~The~~Note ~~accompanying~~2 — ~~unaudited~~Basis ~~condensed~~of ~~financial statements~~Presentation ~~should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 1, 2024. The~~and ~~interim~~Summary ~~results for the three and nine months ended September 30, 2024 are not necessarily indicative~~ of ~~the~~Significant ~~results~~Accounting ~~to be expected for the year ending December 31, 2024 or for any future periods.~~Policies

~~Emerging~~Basis ~~Growth~~of ~~Company Status~~Presentation

The ~~Company~~accompanying isunaudited ancondensed ~~“emerging~~financial statements ~~growth~~have ~~company,” as~~been ~~defined~~prepared in ~~Section 2(a) of~~accordance ~~the~~with ~~Securities~~accounting ~~Act,~~principles asgenerally ~~modified~~accepted byin the ~~Jumpstart~~United ~~our~~States ~~Business Startups Act~~ of ~~2012,~~America (~~the~~ “~~JOBS Act~~GAAP”), for interim financial information and itin ~~may~~accordance ~~take~~with ~~advantage~~the ofinstructions ~~certain~~to ~~exemptions~~Form ~~from~~10-Q ~~various~~and ~~reporting~~Article ~~requirements~~8 ~~that~~of ~~are~~Regulation ~~applicable~~S-X toof ~~other~~the ~~public~~SEC. ~~companies~~Certain ~~that~~information ~~are~~or ~~not~~footnote ~~emerging~~disclosures ~~growth~~normally ~~companies~~included ~~including,~~in ~~but~~financial ~~not~~statements ~~limited~~prepared ~~to,~~in ~~not~~accordance ~~being~~with ~~required~~GAAP tohave ~~comply~~been ~~with~~condensed ~~the~~or omitted, ~~auditor~~pursuant ~~attestation~~to ~~requirements of~~the ~~Section 404~~rules and regulations of the ~~Sarbanes-Oxley Act,~~SEC ~~reduced~~for ~~disclosure~~interim ~~obligations~~financial ~~regarding~~reporting. ~~executive~~Accordingly, ~~compensation~~they indo ~~its~~not ~~periodic~~include ~~reports~~all the information and ~~proxy~~footnotes ~~statements~~necessary for a complete presentation of unaudited condensed financial position, ~~and~~results ~~exemptions~~of ~~from~~operations, or cash flows. In the ~~requirements~~opinion of ~~holding~~management, athe ~~nonbinding~~accompanying ~~advisory~~unaudited ~~vote~~condensed onfinancial ~~executive~~statements ~~compensation~~include ~~and~~all ~~shareholder~~adjustments, consisting of a normal recurring ~~approval~~nature, which are necessary for a fair presentation of ~~any~~the ~~golden~~financial ~~parachute~~position, ~~payments~~operating ~~not~~results ~~previously~~and ~~approved~~cash flows for the periods presented.

~~Further,~~The ~~Section 102(b)(1) of~~accompanying ~~the~~unaudited ~~JOBS Act~~condensed ~~exempts emerging growth companies from being required to comply with new or revised~~ financial ~~accounting standards until private companies~~ ~~(that~~statements ~~is,~~should ~~those~~be ~~that~~read ~~have~~in ~~not~~conjunction ~~had~~with athe ~~Securities~~Company’s ~~Act~~Annual ~~registration~~Report ~~statement~~on ~~declared~~Form ~~effective~~10-K/A oras dofiled ~~not have a class of securities registered under the Exchange Act) are required to comply~~ with the ~~new~~SEC oron ~~revised~~March ~~financial~~11, ~~accounting standards~~2025. The ~~JOBS~~accompanying ~~Act~~condensed ~~provides~~balance ~~that~~sheet aas ~~company can elect to opt out~~ of ~~the~~December ~~extended~~31, ~~transition~~2024 ~~period~~has ~~and~~been ~~comply~~derived ~~with~~from the ~~requirements~~Company’s ~~that~~audited ~~apply~~financial ~~to non-emerging growth companies~~statements ~~but~~included ~~any~~in ~~such~~Form ~~election to opt out is irrevocable~~10-K/A. The ~~Company~~interim ~~has~~results ~~elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates~~ for ~~public or private companies,~~ the ~~Company,~~three asmonths anended ~~emerging growth~~March ~~company~~31, ~~can~~2025 ~~adopt~~are ~~the~~not ~~new~~necessarily orindicative ~~revised standard at the time private companies adopt the new or revised standard. This may make comparison~~ of the ~~Company’s~~results ~~financial statement with another public company which is neither an emerging growth company nor an emerging growth~~to ~~company~~be ~~which~~expected ~~has~~for ~~opted out of using~~ the ~~extended~~year ~~transition~~ending ~~period~~December ~~difficult~~31, 2025 or ~~impossible~~for ~~because~~any offuture ~~the potential differences in accounting standards used~~periods.

~~Use of Estimates~~8

~~The~~Emerging ~~preparation~~Growth ~~of the condensed financial statements in conformity with GAAP requires the~~ Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.Status

9The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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.

~~Making~~Further, ~~estimates~~Section 102(b)(1) of ~~requires~~the ~~management~~JOBS Act exempts emerging growth companies from being required to ~~exercise significant~~comply ~~judgment.~~with Itnew isor atrevised ~~least~~financial ~~reasonably~~accounting ~~possible~~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 ~~estimate~~Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the ~~effect~~extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a ~~condition,~~standard ~~situation~~is issued or ~~set~~revised ofand ~~circumstances~~it has different application dates for public or private companies, the Company, as an emerging ~~that~~growth ~~existed~~company, can adopt the new or revised standard at the ~~date~~time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements, ~~which~~with ~~management~~another ~~considered~~public incompany ~~formulating~~which ~~its~~is ~~estimate,~~neither ~~could~~an ~~change~~emerging ingrowth ~~the near~~company ~~term~~nor ~~due~~an toemerging ~~one~~growth orcompany ~~more~~which ~~future~~has ~~confirming~~opted ~~events.~~out ~~Accordingly,~~of using the ~~actual~~extended ~~results~~transition ~~could~~period ~~differ~~difficult ~~significantly~~or ~~from~~impossible ~~those~~because ~~estimates~~of the potential differences in accounting standards used.

~~Cash~~Use ~~and~~of ~~Cash Equivalents~~Estimates

The ~~Company~~preparation ~~considers~~of ~~all~~unaudited ~~short-term investments~~condensed financial ~~with~~statements anin ~~original~~conformity ~~maturity~~with ofUS ~~three~~GAAP ~~months~~requires ormanagement ~~less~~to ~~when~~make ~~purchased~~estimates toand beassumptions ~~cash~~that ~~equivalents.~~affect ~~The~~the ~~Company~~reported ~~has~~amounts ~~$844,690~~of assets and $0liabilities inand ~~cash,~~disclosure of contingent assets and no ~~cash~~liabilities ~~equivalents~~at asthe date of ~~September~~the ~~30,~~unaudited ~~2024~~condensed financial statements and ~~December~~the reported ~~31,~~amounts ~~2023,~~of ~~respectively~~expenses during the reporting period. Actual results could differ from those estimates.

~~Investment~~Cash ~~Held~~and inCash ~~Trust Account~~Equivalents

AtThe ~~September~~Company ~~30,~~considers ~~2024,~~ all ~~of the assets held~~short-term investments inwith ~~the~~an ~~Trust~~original ~~Account~~maturity ~~were~~of ~~held~~three inmonths ~~money~~or ~~market~~less ~~funds~~when ~~which~~purchased ~~are~~to ~~invested~~be ~~primarily~~cash ~~in U~~equivalents.S. ~~Treasury~~The ~~securities.~~Company Athad ~~December 31~~$1, ~~2023~~716,046 ~~there were~~and no$809,301 ~~assets~~of ~~held in the Trust Account. The Company’s investments held in the Trust Account are classified~~ cash as ~~trading securities. Trading securities are presented on the balance sheet at fair value at the end~~ of ~~each~~March ~~reporting~~31, ~~period.~~2025 ~~Earnings~~and onDecember ~~these trading securities are included in dividends~~31, ~~interest earned~~2024, ~~and~~respectively. ~~unrealized~~The ~~gain~~Company ondid ~~investments~~not ~~held~~have inany ~~the~~cash ~~Trust~~equivalents ~~Account~~as inof ~~the~~March ~~accompanying~~31, ~~statements of~~2025 ~~operations~~ and ~~are automatically reinvested therefore are considered as an adjustment to reconcile net income (loss) to net cash used~~December in31, ~~operating activities in the statements of cash flows~~2024. ~~The fair value for these trading securities is determined using available market information.~~

~~Offering~~Investment ~~Costs~~Held ~~associated~~in ~~with~~Trust ~~Initial Public Offering~~Account

~~Offering~~At ~~costs~~March ~~were $1~~31,~~751,700~~ ~~consisting~~2025 ~~principally of~~and ~~underwriting~~December 31, ~~legal~~2024, ~~and~~all ~~other~~of the ~~expenses~~assets ~~incurred~~held ~~through~~in the ~~balance~~Trust ~~sheet~~Account ~~date~~were ~~that~~held ~~are~~in ~~related~~money tomarket ~~the~~funds ~~Public~~which ~~Offering and~~ are ~~charged to~~invested ~~shareholders’~~primarily ~~equity~~in ~~upon~~U.S. ~~the~~Treasury ~~completion of the Public Offering~~securities. The Company’s investments ~~complies~~held ~~with~~in the ~~requirements~~Trust ofAccount ~~the~~are ~~ASC~~classified ~~340-10-S99-1 and~~as ~~SEC~~trading ~~Staff~~securities. ~~Accounting~~Trading ~~Bulletin~~securities ~~(“SAB”)~~are ~~Topic~~presented 5Aon -the ~~“Expenses~~balance ofsheet ~~Offering”.~~at ~~The Company allocates offering costs~~fair ~~among~~value ~~Public~~at ~~Shares,~~the ~~Public~~end ~~Rights~~of ~~and~~each ~~Private~~reporting ~~Placement~~period. ~~Units~~Earnings ~~based~~ on ~~the~~these ~~relative~~trading ~~fair~~securities ~~values~~are ofincluded ~~Public~~in ~~Shares,~~interest ~~Public~~earned ~~Rights~~on ~~and~~investments ~~Private~~held in ~~Placement~~the ~~Units.~~Trust ~~Accordingly,~~Account ~~$1,646,852~~in ~~was~~the ~~allocated~~accompanying tounaudited ~~Public~~condensed ~~Shares~~statements ~~and~~of ~~charged~~operations. toThe ~~temporary~~fair ~~equity,~~value ~~and~~for ~~$104,848~~these ~~was~~trading ~~allocated~~securities tois determined ~~Public~~using ~~Rights~~available ~~and~~market ~~Private Placement Units and charged to shareholders’ equity~~information.

~~Class~~Share-Based APayment ~~Ordinary Shares Subject to Possible Redemption~~Arrangements

The Company accounts for ~~Class~~share Aawards ~~ordinary shares subject to possible redemption~~ in accordance with ~~the guidance in~~ ASC ~~480.~~718, ~~Class~~which Arequires ~~ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. 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) is classified as temporary equity. At all ~~other times, ordinary shares is classified as stockholders’~~ equity. ~~The~~awards ~~Class A ordinary shares features certain redemption rights that are considered to~~ be ~~outside~~ ofaccounted ~~the~~for ~~Company’s~~at ~~control~~their ~~and~~fair ~~subject to the occurrence of uncertain future events~~value. InFair accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 5,750,000 Class A ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., Public Units), the initial carrying value ~~of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company’s Class A ordinary shares~~ is ~~subject~~measured toon ~~ASC 480-10-S99. If it is probable that~~ the ~~equity~~grant ~~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~~and ~~date~~is ~~that~~equal ~~it becomes probable that the instrument will become redeemable, if later)~~ to the ~~earliest~~underlying ~~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~~share ~~to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value in additional paid-in capital (~~or ~~accumulated deficit in~~ the ~~absence of additional paid-in capital) over an expected 12-month period~~award, ~~which~~as ~~is the initial period that the Company has to complete a Business Combination~~applicable.

~~Accordingly,~~Costs atequal ~~September~~to ~~30,~~these ~~2024,~~fair ~~Class~~values Aare ~~Ordinary~~recognized ~~Shares~~ratably ~~subject~~over tothe ~~possible~~requisite ~~redemption~~service ~~are~~period ~~presented~~based aton ~~redemption~~the ~~value~~number asof ~~temporary~~awards ~~equity~~that are expected to vest, ~~outside~~or in the period of ~~permanent~~grant ~~shareholders’~~for awards ~~equity~~that ~~(deficit)~~vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s ~~balance~~initial ~~sheets~~estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied, and the award is forfeited.

10Offering Costs Associated with Initial Public Offering

AtOffering ~~September~~costs 30were $1,751,700 ~~2024~~consisting principally of underwriting, legal and other expenses incurred through the ~~Class~~balance Asheet ~~Ordinary~~date that are related to the Public Offering and are charged to shareholders’ equity upon the completion of the Public Offering. 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 and Private Placement Units based on the relative fair values of Public Shares, Public Rights and Private ~~reflected~~Placement inUnits. To evaluate the ~~balance~~fair ~~sheets~~value ~~are~~of ~~reconciled~~the representative shares, the Company used the relative fair value of the public share included in each unit and the ~~following~~probability ~~table:~~ of the business combination. Accordingly, $1,646,852 was allocated to Public Shares and charged to temporary equity, and $104,848 was allocated to Public Rights and Private Placement Units and charged to shareholders’ equity during the three months ended March 31, 2024.

Gross proceeds	$	57,500,000
Less:
Proceeds Allocated to Public Rights		(2,760,000	)
Allocation of offering costs related to redeemable shares		(1,646,852	)
Plus:
Accretion of carrying value to redemption value		1,477,390
Class A Ordinary Shares subject to possible redemption, March 31, 2024	$	54,570,538
Plus:
Accretion of carrying value to redemption value		1,857,601
Class A Ordinary Shares subject to possible redemption, June 30, 2024	$	56,428,139
Plus:
Accretion of carrying value to redemption value		1,866,379
Class A Ordinary Shares subject to possible redemption, September 30, 2024	$	58,294,518

~~Concentration~~Class ofA ~~Credit~~Ordinary ~~Risk~~Shares Subject to Possible Redemption

~~Financial~~The ~~instruments~~Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that ~~potentially~~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) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Class A ordinary shares feature certain redemption rights that are considered to ~~concentrations~~be outside of ~~credit~~the ~~risk~~Company’s ~~consist~~control and subject to the occurrence of ~~cash~~uncertain ~~accounts~~future events. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company ~~financial~~require ~~institution~~ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 5,750,000 ~~which~~Class A ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., atPublic ~~times~~Units), ~~may~~the ~~exceed~~initial carrying value of Class A ordinary shares subject to possible redemption classified as temporary equity has been allocated to the ~~Federal~~proceeds determined ~~Depository~~in ~~Insurance~~accordance ~~Coverage~~with ASC 470-20. The Company’s Class A ordinary shares are subject to ASC 480-10-S99. 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 ~~$250~~issuance (or from the date that it becomes probable that the instrument will become redeemable,~~000~~ 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 ~~not~~elected ~~experienced~~to ~~losses~~recognize onthe ~~these~~changes in ~~accounts~~redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period (which ended January 23, 2025), which is the initial period that the Company has to complete a Business Combination. Subsequent to the IPO date, the accretion also includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes, if any, as well as required deposits to extend the deadline to complete a Business Combination ever since January 23, 2025.

~~Fair~~Accordingly, ~~Value~~at March 31, 2025 and December 31, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of ~~Financial~~permanent shareholders’ ~~Instruments~~deficit in the Company’s balance sheets.

~~The~~As ~~fair value~~ of ~~the~~March ~~Company’s~~31, ~~assets~~2025 and ~~liabilities,~~ ~~which~~December ~~qualify~~31, ~~as financial instruments under FASB ASC 820~~2024, ~~“Fair~~the Class ~~Value~~A ~~Measurements~~Ordinary ~~and~~Shares ~~Disclosures,”~~subject ~~approximates the~~to ~~carrying~~possible ~~amounts~~redemption ~~represented~~reflected in the balance ~~sheet,~~sheets ~~primarily~~are ~~due~~reconciled toin ~~its~~the ~~short-term~~following ~~nature.~~table:

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 value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

	Shares		Amount
Gross proceeds from the IPO		5,750,000	$	57,500,000
Less:
Gross proceeds from the IPO allocated to Public Rights				(2,760,000	)
Allocation of offering costs related to redeemable shares				(1,646,852	)
Plus:
Accretion of carrying value to redemption value				6,993,408
Class A Ordinary Shares subject to possible redemption, December 31, 2024		5,750,000		60,086,556
Plus:
Accretion of carrying value to redemption value				1,394,812
Class A Ordinary Shares subject to possible redemption, March 31, 2025		5,750,000	$	61,481,368

●Share Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.Rights

●The ~~Level~~Company ~~2—Inputs~~accounts tofor the ~~fair~~Public ~~value~~Rights ~~measurement~~and private ~~are~~placement ~~determined~~rights ~~using~~issued ~~prices~~in ~~for~~connection ~~recently~~with ~~traded~~the ~~assets~~IPO and ~~liabilities~~the ~~with~~Private ~~similar~~Placement ~~underlying~~in ~~terms,~~accordance aswith ~~well~~the asguidance ~~direct~~contained orin ~~indirect~~FASB ASC ~~observable~~Topic ~~inputs~~815, ~~such~~“Derivatives asand ~~interest~~Hedging”. ~~rates~~Accordingly, the Company evaluated and ~~yield~~classified ~~curves~~the ~~that~~rights ~~are~~under ~~observable~~equity treatment at ~~commonly~~their ~~quoted~~assigned ~~intervals~~values.

●Concentration ~~Level~~of ~~3—Inputs~~Credit ~~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.~~Risk

~~Income~~Financial ~~Taxes~~instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

~~The~~Fair ~~Company~~Value ~~follows the asset and liability method~~ of ~~accounting~~Financial for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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.Instruments

~~ASC~~The ~~Topic~~fair ~~740~~value ~~prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement~~ of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the ~~British Virgin Islands is the~~ Company’s ~~major tax jurisdiction.~~assets ~~The Company recognizes accrued interest~~ and ~~penalties~~liabilities, ~~related~~which toqualify ~~unrecognized tax benefits~~ as ~~income~~financial ~~tax~~instruments ~~expense.~~under AsFASB ofASC ~~September 30~~820, ~~2024~~ ~~and~~“Fair ~~December~~Value ~~31,~~Measurement” ~~2023~~(“ASC 820”), ~~there~~approximates ~~were~~the nocarrying ~~unrecognized~~amounts ~~tax~~represented ~~benefits~~in ~~and~~the nobalance ~~amounts~~sheet, ~~accrued~~primarily ~~for~~due ~~interest~~to ~~and~~their ~~penalties~~short-term nature. ~~The Company is~~Other ~~currently~~than ~~not~~the ~~aware~~Investment ofheld ~~any issues under review that could result~~ in ~~significant~~Trust ~~payments~~Account, ~~accruals~~the ~~or material deviation from its position. The~~ Company’s ~~management~~has ~~does~~no ~~not~~other ~~expect~~financial ~~that~~instruments ~~the~~reported ~~total~~at ~~amount~~fair ofvalue ~~unrecognized~~on ~~tax~~a ~~benefits will materially change over the next~~recurring ~~twelve months~~basis.

11The 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 value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~The~~● ~~Company~~Level is1—Assets ~~considered~~and toliabilities ~~be a British Virgin Islands business company~~ with nounadjusted, ~~connection~~quoted toprices ~~any~~listed ~~other~~on ~~taxable~~active ~~jurisdiction~~market ~~and~~exchanges. isInputs ~~presently not subject~~ to ~~income taxes or income tax filing requirements in~~ the ~~British~~fair ~~Virgin~~value ~~Islands~~measurement orare ~~the~~observable ~~United~~inputs, ~~States. As~~ such, ~~the~~as ~~Company’s~~quoted ~~tax~~prices ~~provision~~in ~~was~~active ~~zero~~markets for ~~the~~identical ~~period presented~~assets or liabilities.

~~Net~~● ~~Income~~Level ~~(Loss)~~2—Inputs ~~per~~to ~~Ordinary~~the ~~Share~~fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

~~The~~● ~~Company~~Level ~~complies~~3—Inputs with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to ~~determine~~ the ~~net~~fair ~~income (loss)~~value ~~attributable~~measurement toare ~~both~~unobservable ~~the~~inputs, ~~redeemable~~such ~~shares~~as ~~and~~estimates, ~~non-redeemable shares~~assumptions, ~~the Company first considered the undistributed income (loss) allocable to both the redeemable shares~~ and ~~non-redeemable~~valuation ~~shares~~techniques ~~and~~when ~~the~~little ~~undistributed~~or ~~income~~no ~~(loss)~~market isdata ~~calculated~~exists ~~using~~for the ~~total~~assets ~~net income~~or ~~(loss) less any dividends paid~~liabilities. 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 common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the Initial Public Offering and the Private Placement Units since the exercise of the units is contingent upon the occurrence of future events. The rights are exercisable to purchase 1,497,500 Class A Ordinary Shares in the aggregate. The 187,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters were not included in the calculation of weighted average shares outstanding until the fully exercise of the over-allotment by the underwriters on January 23, 2024. As of September 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.10

~~The~~Income ~~following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):~~Taxes

	For the three months ended September 30,						For the nine months ended September 30,
	2024			2023			2024			2023
Net income (loss)	$	626,883		$	(48,928	)	$	1,399,026		$	(50,253	)
Remeasurement for ordinary shares subject to redemption		(1,866,380	)		—			(5,201,371	)		—
Net loss including accretion of ordinary shares to redemption value	$	(1,239,497	)	$	(48,928	)	$	(3,802,345	)	$	(50,253	)

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statement 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.

	For the Three Months Ended September 30,											For the Nine Months Ended September 30,
	2024						2023					2024						2023
				Non- Redeemable Class A					Non- Redeemable Class A						Non- Redeemable Class A					Non- Redeemable Class A
	Redeemable Class A			And Class B			Redeemable Class A		And Class B			Redeemable Class A			And Class B			Redeemable Class A		And Class B
Basic net loss per share:
Numerator:
Net loss	$	(927,254	)	$	(312,243	)	$	—	$	(48,928	)	$	(2,802,726	)	$	(999,619	)	$	—	$	(50,253	)
Remeasurement for ordinary shares subject to redemption		1,866,380			—			—		—			5,201,371			—			—		—
Allocation of net income (loss)	$	939,126		$	(312,243	)	$	—	$	(48,928	)	$	2,398,645		$	(999,619	)	$	—	$	(50,253	)
Denominator:
Basic and diluted weighted average shares outstanding		5,750,000			1,936,250			—		1,250,000			5,267,336			1,878,645			—		1,250,000
Basic and diluted net income (loss) per share	$	0.16		$	(0.16	)	$	—		(0.04	)	$	0.46		$	(0.53	)	$	—	$	(0.04	)

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’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 as income tax expense. As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

12The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

~~Recent~~Net ~~Accounting~~Income ~~Pronouncements~~(Loss) per Ordinary Share

InThe ~~December~~Company ~~2023,~~complies ~~the~~with ~~FASB~~accounting ~~issued~~and ~~ASU~~disclosure requirements ~~2023-09~~of FASB ASC 260, ~~Income~~ ~~Taxes~~Earnings ~~(Topic~~Per ~~740):~~Share. ~~Improvements~~The tostatements ~~Income~~of ~~Tax~~operations ~~Disclosures~~include a presentation of income (~~ASU~~loss) ~~2023-09~~per redeemable share and income (loss), ~~which~~per ~~requires~~non-redeemable ~~disclosure~~share offollowing ~~incremental~~the two-class method of income ~~tax~~per ~~information~~share. In order to determine the net income ~~within~~(loss) attributable to both the ~~rate~~redeemable ~~reconciliation~~shares and ~~expanded~~non-redeemable ~~disclosures~~shares, ofthe Company first considered the undistributed income ~~taxes~~(loss) allocable ~~paid,~~to ~~among~~both ~~other~~the ~~disclosure~~redeemable ~~requirements.~~shares ~~ASU~~and ~~2023~~non-09redeemable shares and the undistributed income (loss) is ~~effective for~~calculated ~~fiscal~~using ~~years~~the ~~beginning~~total ~~after~~net income ~~December~~(loss) ~~15,~~less ~~2024.~~any ~~Early~~dividends ~~adoption~~deemed isor ~~permitted~~paid. The Company’s ~~management~~then ~~does~~allocated ~~not~~the ~~believe~~undistributed income (loss) ratably based on the ~~adoption~~weighted average number of ~~ASU~~shares ~~2023~~outstanding between the redeemable and non-09redeemable ~~will~~shares. ~~have~~Any aremeasurement ~~material~~of ~~impact~~the onaccretion ~~its~~to ~~financial~~redemption value ~~statements~~of ~~and~~the ~~disclosures~~common shares subject to possible redemption was considered to be deemed dividends paid to the public shareholders.

The ~~Company’s~~calculation ~~management~~of diluted income per ordinary share does not ~~believe that~~consider ~~any~~the ~~other~~effect ~~recently~~of the rights issued in connection with the Initial Public Offering and the Private Placement Units since the exercise of the units is contingent upon the occurrence of future events. The rights are exercisable to purchase 1,497,500 ~~but~~Class A ~~not~~Ordinary ~~yet~~Shares ~~effective~~in the aggregate. The 187,500 ~~accounting~~Class ~~standards~~B ordinary shares that were subject to forfeiture if ~~currently~~the ~~adopted~~over-allotment ~~would~~option ~~have~~was not aexercised ~~material~~by ~~effect~~the underwriters were not included in the calculation of weighted average shares outstanding until the full exercise of the over-allotment by the underwriters on January 23, 2024. As of March 31, 2025 and 2024, the ~~accompanying~~Company did not have any dilutive securities ~~condensed~~or ~~financial~~other ~~statement~~contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

~~NOTE~~The ~~3 —~~following ~~INITIAL~~table ~~PUBLIC~~reflects ~~OFFERING~~the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

On January 23, 2024, the Company consummated its Initial Public Offering and sold 5,750,000 Units, including 750,000 Units issued to the underwriter pursuant to the underwriters’ over-allotment option is exercised in full, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share with no par value and one right (the “Public Right”). Each Public Right entitles the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares upon conversion of the rights, as disclosed in Note 7.

	For Three Months Ended March 31,
	2025			2024
Net income	$	417,109		$	330,961
Remeasurement for ordinary shares subject to redemption		(1,394,811	)		(1,477,390	)
Net loss including accretion of ordinary shares to redemption value	$	(977,702	)	$	(1,146,429	)

Transaction costs amounted to $1,715,700 consisting of $575,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $632,284 of the Representative Shares (As defined in Note 6), and $544,416 of other offering costs.

	For Three Months Ended March 31,
	2025						2024
				Non- Redeemable Class A						Non- Redeemable Class A
	Redeemable Class A			And Class B			Redeemable Class A			And Class B
Basic net income (loss) per share:
Numerator:
Net loss	$	(731,408	)	$	(246,294	)	$	(812,915	)	$	(333,514	)
Remeasurement for ordinary shares subject to redemption		1,394,811			—			1,477,390			—
Allocation of net income (loss)	$	663,403		$	(246,294	)	$	664,475		$	(333,514	)

Denominator:
Basic and diluted weighted average shares outstanding		5,750,000			1,936,250			4,296,703			1,762,802

Basic and diluted net income (loss) per share	$	0.12		$	(0.13	)	$	0.15		$	(0.19	)

~~NOTE 4 — PRIVATE PLACEMENT~~11

~~Simultaneously~~Recent ~~with~~Accounting the closing of the IPO and the over-allotment, the Sponsor purchased an aggregate of 240,000 private placement units at a price of $10.00 per unit for an aggregate purchase price of $2,400,000. Each Private Placement Unit was identical to the units sold in the IPO, except as described below.Pronouncements

~~There~~In ~~will~~November be2023, nothe ~~redemption~~FASB ~~rights~~issued orASU ~~liquidating~~2023-07, ~~distributions~~Segment ~~from~~Reporting ~~the~~(Topic ~~Trust~~280): ~~Account~~Improvements ~~with~~to ~~respect~~Reportable toSegment ~~the~~Disclosures. ~~Founder~~The ~~Shares~~amendments in this ASU require disclosures, ~~private~~on ~~placement~~an ~~shares~~annual and orinterim ~~private~~basis, ~~placement~~of ~~rights.~~significant ~~The~~segment ~~rights will~~expenses ~~expire~~that ~~worthless~~are ifregularly provided to the ~~Company~~chief ~~does~~operating ~~not~~officer ~~consummate~~decision amaker ~~Business~~(“CODM”), as ~~Combination~~well ~~within~~as the ~~allotted~~aggregate ~~12-month~~amount ~~period~~of (other segment items included in the reported measure of segment profit or uploss. toThe 18ASU ~~months~~requires that ~~from~~a public entity disclose the ~~completion~~title and position of the ~~IPO~~CODM ifand an explanation of how the ~~Company~~CODM ~~extends~~uses the ~~period~~reported measure(s) of ~~time~~segment profit or loss in assessing segment performance and deciding how to ~~consummate~~allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a ~~Business~~single ~~Combination~~reportable segment are required to provide all the disclosures required by the ~~full~~amendments ~~amount~~in ofthis ~~time)~~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. On December 31, 2024, this ASU became effective and the Company’s management adopted this ASU in its unaudited condensed financial statements and related disclosures.

~~The~~In ~~private~~December ~~placement units~~2023, ~~private~~the ~~placement shares~~FASB issued ASU 2023-09, Income ~~private~~Taxes ~~placement~~(Topic ~~rights~~740): ~~and~~Improvements ~~the~~to ~~Class A~~Income ~~ordinary~~Tax ~~shares~~Disclosures ~~underlying~~(ASU ~~such~~2023-09), ~~rights~~which ~~will~~requires ~~not~~disclosure beof ~~transferable,~~incremental ~~assignable~~income ortax ~~salable~~information bywithin the ~~Sponsor~~rate ~~until~~reconciliation ~~the~~and ~~completion~~expanded disclosures of ~~the~~income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s ~~initial~~management ~~Business~~does ~~Combination,~~not ~~except~~believe tothe ~~permitted~~adoption of ~~transferees~~ASU 2023-09 will have a material impact on its unaudited condensed financial statements and disclosures.

~~NOTE~~The ~~5 —~~Company’s ~~RELATED~~management ~~PARTY~~does ~~TRANSACTIONS~~not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.

~~Founder~~Note ~~Shares~~3 — Initial Public Offering

On ~~April 20~~January 23, ~~2021~~2024, the Company’s ~~Sponsor~~consummated its ~~paid~~Initial ~~$25~~Public Offering and sold 5,750,000 Units, orincluding ~~approximately~~750,000 ~~$0.017~~Units ~~per~~issued ~~share,~~ to ~~cover~~the ~~certain~~underwriter ofpursuant to the ~~offering~~underwriters’ over-allotment ~~and~~option ~~formation~~is ~~costs~~exercised in ~~exchange~~full, ~~for~~at ana ~~aggregate~~price of ~~1,437,500~~ ~~Class B~~$10.00 ~~ordinary~~per ~~shares~~Unit. ~~(the~~Each ~~“Founder~~Unit ~~Shares”)~~consists of one Class A ordinary share with no par value, ~~187,500~~and ofone ~~which~~right ~~are~~(the ~~subject~~“Public toRight”). ~~forfeiture depending~~Each onPublic Right entitles the ~~extent~~holder to ~~which~~receive ~~the~~one-fourth ~~underwriters’~~(1/4) ~~over-allotment~~of ~~option~~one isClass ~~exercised.~~A ordinary Onshare ~~January~~upon ~~23,~~the ~~2024,~~consummation of the ~~underwriters~~Company’s ~~exercised their~~initial ~~over-allotment~~Business ~~option~~Combination. inThe ~~full,~~Company ~~hence,~~will ~~all~~not ~~187,500~~issue ~~Founder~~fractional ~~Shares~~shares upon ~~were~~conversion noof ~~longer~~the ~~subject~~rights, toas ~~forfeiture~~disclosed in Note 7.

13Transaction costs amounted to $1,751,700 consisting of $575,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $632,284 of the Representative Shares (as defined in Note 6), and $544,416 of other offering costs , all of which were recognized during the three months ended March 31, 2024.

~~Prior~~Note to4 — ~~the~~Private initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote.Placement

~~The~~Simultaneously ~~Sponsor~~with ~~has agreed not to transfer, assign or sell any of its Founder Shares until~~ the ~~earlier~~closing ~~to occur~~ of: ~~(A) six months after~~ the ~~completion~~IPO ~~of the initial Business Combination~~and ~~or (B)~~ the ~~date on which the Company completes a liquidation~~over-allotment, ~~merger, share exchange, reorganization or other similar transaction after~~ the ~~initial~~Sponsor ~~Business~~purchased ~~Combination~~an ~~that~~aggregate ~~results in all~~ of ~~the Company’s public shareholders having the right to exchange their ordinary shares for cash~~240,000 ~~securities~~private orplacement ~~other~~units ~~property~~at ~~(the~~a ~~“Lock-up”). Notwithstanding the foregoing, if the last sale~~ price of ~~the Company’s ordinary shares equals or exceeds~~ $1210.00 per ~~share~~unit ~~(as adjusted~~ for ~~share~~an ~~splits,~~aggregate purchase ~~share~~price ~~capitalizations,~~of ~~rights issuances~~$2, ~~subdivisions~~400,000. ~~reorganizations,~~Each ~~recapitalizations~~Private ~~and~~Placement ~~the~~Unit ~~like)~~was ~~for~~identical ~~any~~to 20the ~~trading~~units ~~days~~sold ~~within~~in ~~any 30-trading day after~~ the ~~initial~~ ~~Business Combination~~IPO, ~~the~~except ~~Founder~~as ~~Shares~~described ~~will be released from the Lock-up~~below.

~~Promissory~~There ~~Note —~~will ~~Related~~be ~~Party~~no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, private placement shares or private placement rights. The rights will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or up to 18 months from the completion of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time- see Note 10).

The ~~Sponsor~~private ~~has~~placement ~~agreed~~units, toprivate ~~loan the Company up~~placement ~~to $350~~shares,~~000~~ toprivate beplacement ~~used~~rights ~~for~~and athe ~~portion~~Class A ofordinary ~~the~~shares ~~expenses~~underlying ofsuch ~~the~~rights ~~IPO.~~will ~~The~~not ~~loan~~be ~~is non-interest bearing~~transferable, ~~unsecured~~assignable ~~and~~or ~~shall be payable~~salable ~~promptly~~by ~~after~~ the ~~date~~Sponsor onuntil ~~which~~ the ~~Company~~completion ~~consummates an IPO. As~~ of ~~September 30, 2024,~~ the ~~balance~~Company’s ofinitial ~~$286~~Business Combination,~~385~~ ~~under~~except ~~the~~to ~~promissory~~permitted ~~note remained unpaid and will be due as demanded~~transferees.

~~Working~~Note ~~Capital~~5 — ~~Loans~~Related Party Transactions

InFounder addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company may repay the Working Capital Loans. 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 the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our sponsor. The terms of Working Capital Loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.Shares

~~Directors~~On ~~Compensation~~April 20, 2021, the Company’s Sponsor paid $25,000, or approximately $0.017 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares (the “Founder Shares”) with no par value, 187,500 of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On January 23, 2024, the Company consummated its Initial Public Offering and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were no longer subject to forfeiture.

~~The~~Prior ~~Company~~to ~~has~~the ~~entered~~initial ~~into~~Business aCombination, ~~letter agreement~~only ~~pursuant~~holders toof ~~which~~the itFounder Shares will ~~also~~have ~~pay~~the ~~each~~right ofto ~~its~~vote ~~independent~~on ~~directors~~the ~~$1,000~~election ~~per~~of ~~annum,~~directors. ~~for~~Holders anof ~~aggregate~~the ~~total~~public ofshares ~~$3,000~~will ~~per~~not ~~annum~~be ~~as remuneration.~~entitled ~~Upon~~to ~~completion~~vote ofon the ~~initial~~election ~~Business~~of ~~Combination~~directors orduring such time. These provisions of the Company’s ~~liquidation,~~amended ~~the~~and ~~Company~~restated ~~will~~memorandum ~~cease~~and ~~paying~~articles of ~~these~~association ~~yearly~~may ~~fees. As~~only ofbe ~~September~~amended ~~30,~~by ~~2024~~a ~~the~~resolution ~~Company~~passed ~~paid~~by anholders ~~aggregate~~of at least a majority of ~~$3,000~~the ~~for~~ordinary ~~such~~shares ~~expenses,~~who ~~which~~are ~~was~~eligible ~~reported~~to vote asand ~~consulting~~attend ~~expense~~and vote in ~~the~~a ~~accompanying statement~~general meeting of ~~operations~~the shareholders. AsWith respect to any other matter submitted to a vote of ~~September~~the 30shareholders, including ~~2023~~any vote in connection with the initial Business Combination, except as required by law, holders of the ~~Company~~Founder ~~did~~Shares ~~not~~and ~~accrue~~holders of ~~any~~the ~~amount~~public ~~for~~shares ~~such~~will ~~expenses~~vote together as a single class, with each share entitling the holder to one vote.

~~Extension Loan~~12

The ~~Company~~Sponsor ~~will~~has ~~have~~agreed ~~until~~not 12to ~~months~~transfer, ~~from the~~assign ~~closing~~or ofsell ~~the~~any ~~IPO~~of toits ~~consummate~~Founder anShares ~~initial~~until ~~Business Combination. However, if~~ the ~~Company~~earlier ~~anticipates that it may not be able~~ to ~~consummate the~~occur ~~initial~~of: ~~Business~~(A) six ~~Combination within 12~~ months, itafter ~~may extend~~ the ~~period~~completion of ~~time~~the toinitial ~~consummate a~~ Business Combination ~~up to two times,~~ ~~each~~or ~~by an additional three months~~ (~~for a total of up to 18 months to complete a Business Combination~~B)~~. Pursuant to~~ the ~~terms~~date ofon ~~the~~which ~~amended and restated memorandum and articles of association and~~ the ~~trust agreement entered into between the~~ Company ~~and~~completes ~~Continental~~a ~~Stock Transfer & Trust Company on January 18~~liquidation, ~~2024~~merger, inshare ~~order~~exchange, toreorganization ~~extend~~or ~~the~~other ~~time~~similar ~~available~~transaction after ~~for~~ the ~~Company to consummate the~~ initial Business Combination~~, the~~ ~~Sponsor~~that orresults ~~its~~in ~~affiliates~~all orof ~~designees, upon two days advance notice prior to~~ the ~~applicable~~Company’s ~~deadline,~~public ~~must~~shareholders ~~deposit~~having ~~into~~ the ~~Trust Account~~right ~~$500,000, or up~~ to ~~$575,000~~exchange ~~if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case)~~their onordinary orshares ~~prior~~for ~~to the date of the applicable deadline~~cash, ~~for~~securities ~~each three month extension (~~or upother toproperty ~~an aggregate of $1,000,000~~ (~~or $1,150,000 if~~ the ~~underwriters’ over~~“Lock-~~allotment option is exercised in full~~up”)~~, or $0~~.20 ~~per~~Notwithstanding ~~share if~~ the ~~Company~~foregoing, ~~extends~~if ~~for~~ the ~~full~~last ~~six~~sale ~~months).~~price ~~Any such payments would be made in the form~~ of ~~a loan (~~the ~~“Extension~~Company’s ~~Loans”).~~ordinary ~~Any~~shares ~~such~~equals ~~loans~~or ~~will~~exceeds ~~be non-interest bearing and payable upon the consummation of the initial Business Combination~~$12.00 Ifper ~~the~~share ~~Company~~(as ~~completes~~adjusted ~~the~~for ~~initial~~share ~~Business Combination~~splits, itshare ~~would repay~~capitalizations, ~~such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business~~rights ~~Combination~~issuances, ~~the~~subdivisions, ~~Company will not repay such loans. Furthermore~~reorganizations, ~~the~~recapitalizations ~~letter~~and ~~agreement with~~ the ~~initial~~like) ~~shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid~~ for ~~such~~any ~~loans~~20 ~~out~~trading ofdays ~~the~~within ~~funds~~any ~~held~~30-trading inday ~~the~~after ~~Trust Account in~~ the initial ~~event that the Company does not complete a~~ Business Combination., ~~The Sponsor and its affiliates or designees are not obligated to fund~~ the ~~Trust~~Founder ~~Account~~Shares towill ~~extend~~be ~~the~~released ~~time~~from ~~for~~ the ~~Company to complete the initial Business Combination~~Lock-up.

14Promissory Note — Related Party

~~NOTE~~The 6Sponsor —has ~~COMMITMENTS~~agreed ~~AND~~to ~~CONTINGENCIES~~loan the Company up to $350,000 to be used for a portion of the expenses of the IPO. The loan is non-interest bearing, unsecured and shall be payable promptly after the date on which the Company consummates an IPO. As of March 31, 2025 and December 31, 2024, the balance of $286,385 and $286,385, respectively, under the promissory note remained unpaid and will be due as demanded. As of the date of these unaudited condensed financial statements, the Sponsor has not demanded repayment.

~~Registration~~Working ~~Rights~~Capital Loans

~~The~~In ~~holders~~addition, ofin ~~the~~order ~~Founder~~to ~~Shares,~~finance ~~Private~~transaction ~~Placement~~costs ~~Units,~~in ~~shares~~connection ~~being~~with ~~issued~~an tointended ~~the~~Business ~~underwriters~~Combination, of the ~~IPO,~~Sponsor ~~and~~or ~~units~~an ~~that~~affiliate ~~may~~of bethe ~~issued~~Sponsor, onor ~~conversion~~certain of ~~Working~~the ~~Capital~~Company’s ~~Loans (~~officers and ~~in each~~directors ~~case holders of their component securities~~may, asbut ~~applicable)~~are ~~will~~not beobligated ~~entitled~~ to, ~~registration~~loan ~~rights~~the ~~pursuant~~Company tofunds aas ~~registration~~may ~~rights agreement to~~ be ~~signed~~required ~~prior~~(“Working toCapital orLoans”). onIf the ~~effective~~Company completes ~~date of~~ the ~~IPO~~initial ~~requiring~~Business Combination, the Company tomay ~~register~~repay ~~such~~the ~~securities~~Working ~~for~~Capital ~~resale~~Loans. ~~(in~~In the ~~case~~ ofevent that the ~~Founder~~initial ~~Shares,~~Business ~~only~~Combination does ~~after~~not ~~conversion~~close, to the ~~Class A~~Company ~~ordinary~~may ~~shares).~~use ~~The~~a ~~holders~~portion of ~~these~~the ~~securities~~working ~~are~~capital ~~entitled~~held ~~to make~~outside ~~up to three demands, excluding short form demands, that~~ the ~~Company~~Trust ~~registers~~Account ~~such~~to ~~securities.~~repay ~~In addition,~~ the ~~holders~~Working ~~have~~Capital ~~certain~~Loans ~~“piggy-back”~~but ~~registration~~no ~~rights~~proceeds ~~with~~from ~~respect~~the toTrust ~~registration~~Account ~~statements~~would ~~filed~~be ~~subsequent~~used to ~~the~~repay ~~completion of~~ the ~~initial Business~~Working ~~Combination~~Capital ~~and~~Loans. ~~rights~~Up to ~~require~~$1,150,000 ~~the~~of ~~Company~~such toWorking ~~register~~Capital ~~for~~Loans may ~~resale~~be ~~such~~convertible ~~securities~~into ~~pursuant~~units toat ~~Rule 415~~a ~~under~~price ~~the~~of ~~Securities Act~~$10.00 ~~However,~~per ~~the~~unit ~~registration~~at ~~rights~~the ~~agreement~~option ~~provides~~of ~~that~~ the ~~Company~~lender. ~~will~~Such ~~not~~units ~~permit~~would ~~any~~be ~~registration~~identical ~~statement~~to ~~filed under~~ the ~~Securities~~Private ~~Act~~Placement Units issued to ~~become~~our ~~effective~~sponsor. ~~until~~The ~~termination~~terms of ~~the~~Working ~~applicable~~Capital ~~Lock-up~~Loans ~~period.~~by ~~Notwithstanding~~ the ~~above,~~Company’s ~~the~~officers ~~shares~~and ~~issued~~directors, toif ~~the~~any, ~~underwriters~~have innot ~~the~~been ~~IPO~~determined ~~will~~and beno ~~further~~written ~~subject~~agreements exist with respect to ~~the~~such ~~limitations~~loans. onAs ~~registration~~of ~~requirements~~March ~~imposed~~31, by2025 ~~FINRA~~and ~~Rule 5110(g)(8).~~December ~~The~~31, ~~Company will~~2024, ~~bear~~and the ~~expenses~~date of ~~incurred~~these inunaudited ~~connection~~condensed ~~with~~financial statements, the ~~filing~~Company ofhad ~~any~~no ~~such~~borrowings ~~registration~~under ~~statements~~the Working Capital Loans.

~~Right~~Directors ~~of First Refusal~~Compensation

~~For~~The aCompany ~~period~~has ~~beginning~~entered oninto ~~the~~a ~~closing~~letter ~~of the IPO~~agreement ~~and~~pursuant ~~ending~~to ~~12 months~~which ~~from~~it ~~the~~will ~~closing~~also ofpay aeach ~~Business Combination, the Company has granted the underwriter a right~~ of ~~first~~its ~~refusal to~~independent ~~act~~directors as$1,000 ~~sole~~per ~~underwriter~~annum, ~~sole book-running manager and sole placement agent~~ for ~~any~~an ~~and~~aggregate ~~all~~total ~~future~~of ~~private~~$3,000 orper ~~public~~annum ~~equity,~~as ~~equity-linked,~~remuneration. ~~convertible~~Upon ~~and~~completion ~~debt~~of ~~offerings during such 12 months from~~ the ~~closing~~initial ~~of a~~ Business Combination ofor the Company’s liquidation, orthe ~~any~~Company ~~successor~~will tocease ~~or any~~paying ~~subsidiary~~these ofyearly ~~the Company~~fees. For the ~~sake~~three ofmonths ~~clarity,~~ended ~~this~~March ~~right~~31, of2025 ~~refusal~~and ~~shall~~2024, ~~encompass~~ the ~~time period leading up to the closing of the Business Combination while the~~ Company ispaid ~~still~~$3,000 aand ~~special purpose acquisition company. Notwithstanding the foregoing~~$3,000, ~~in event that a target company – in connection with a Business Combination – sources a private placement of public equity (a “PIPE”)~~respectively, ~~the~~ ~~aforementioned~~for ~~right of refusal reference shall not apply in~~ such aexpenses ~~limited~~which ~~instance.~~was ~~In accordance with FINRA Rule 5110(g)(6)(A),~~reported ~~such~~in ~~right~~operating ofcosts ~~first~~in ~~refusal~~the ~~shall~~accompanying ~~not~~unaudited ~~have~~condensed astatements ~~duration~~ of ~~more than three years from the commencement of sales in the IPO~~operations.

~~Underwriter~~Extension ~~Agreement~~Loans

The ~~underwriter~~Company initially had auntil ~~45-day option~~12 months from the ~~date~~closing of the IPO to ~~purchase~~consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 12 months, it may extend the period of time to consummate a Business Combination up to two times, each by an additional ~~750~~three months (for a total of up to 18 months to complete a Business Combination). Pursuant to the terms of the amended and restated memorandum and articles of association and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company on the date of the IPO, in order to extend the time available for the Company to consummate the initial Business Combination, the Sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 ~~Units~~($0.10 per share in either case) on or prior to ~~cover~~the ~~over-allotments~~date of the applicable deadline, iffor ~~any~~each three month extension (or up to an aggregate of $1,150,000), or $0.20 ~~The~~per ~~underwriter~~share ~~exercised~~if the ~~over~~Company extends for the full six months). Any such -payments ~~allotment~~would ~~option~~be made in ~~fully~~the form of a loan (the “Extension Loans”). Any such loans will be non-interest bearing and payable upon the ~~closing~~consummation of the ~~IPO~~initial Business Combination. If the Company completes the initial Business Combination, it will repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loans. Furthermore, the letter agreement with the initial shareholder contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the initial Business Combination. As of March 31, 2025 and December 31, 2024, and the date of these unaudited condensed financial statements, there is no outstanding balance under the Extension Loans.

~~The~~Note underwriter was paid $575,000 for the underwriter’s discount, upon the closing of the IPO. Additionally, the underwriter was entitled 258,750 Representative Shares that were registered in the IPO, for no consideration, subject to the terms of the underwriting agreement. The underwriter has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination. In addition, the underwriter has agreed (and its permitted transferees will agree) (i)6 to— ~~waive~~Commitments ~~its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination~~ and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period.Contingencies

~~The~~Registration 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 5110(e)(1).Rights

~~Merger~~The ~~Agreement~~holders of the Founder Shares, Private Placement Units, shares being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) 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 (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). 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. Notwithstanding the above, the shares issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

On April 8, 2024, the Company entered into the Original Merger Agreement with (i) Hotel101 Global, (ii) Hotel of Asia (and together with Hotel101 Global, the “Target Parties”), (iii) DoubleDragon; (iv) DDPC, (v) Hotel101 Worldwide, and together with DDPC, and DoubleDragon, the Principal Shareholders, (vi) PubCo, (vii) Merger Sub 1, and (viii) Merger Sub 2. Pursuant to the Merger Agreement, among other things, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to PubCo in exchange for 30,935,563 PubCo Class A ordinary shares pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC, (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo and (iv) the Company will merge with and into Merger Sub 2, with the Company being the surviving entity and becoming a wholly owned subsidiary of PubCo. Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC, Hotel 101 Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000 which will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share. 13

15Right of First Refusal

~~The~~For ~~Merger~~a ~~Agreement~~period ~~contains~~beginning ~~customary~~on ~~representations~~the closing of the IPO and ending 12 months from the closing of a Business Combination, the Company has granted the underwriter a right of first refusal ~~warranties~~to act as sole underwriter, sole book-running manager and ~~covenants~~sole placement agent for any and all future private or public equity, equity-linked, convertible and debt offerings during such 12 months from the closing of a Business Combination of the ~~parties~~Company, ~~thereto~~or any successor to or any subsidiary of the Company. ~~The~~ ~~consummation~~For the sake of clarity, this right of refusal shall encompass the ~~proposed~~time ~~Merger~~period isleading ~~subject~~up to ~~certain~~the ~~conditions~~closing of asthe ~~further~~Business Combination while the Company is still a special purpose acquisition company. Notwithstanding the foregoing, in event ~~described~~that a target company – in connection with a Business Combination – sources a private placement of public equity (a “PIPE”), the ~~Merger~~aforementioned ~~Agreement~~right of refusal reference shall not apply in such a limited instance. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the commencement of sales in the IPO.

~~See~~Underwriter ~~the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2024 for additional information.~~Agreement

~~First~~The ~~Amendment~~underwriters had a 45-day option from the date of the IPO to ~~Merger~~purchase ~~Agreement~~up to an additional 750,000 Units to cover over-allotments, if any. The underwriter exercised the over-allotment option in fully upon the closing of the IPO.

OnThe ~~September~~underwriters 3,were ~~2024,~~paid ~~the Company entered into the First Amendment with the Target Parties~~$575,000 the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the ~~issuance of 1,987,239 Hotel101~~underwriter’s ~~Global Shares~~discount, ~~(ii)~~upon at the ~~Company~~closing ~~Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary~~ of ~~PubCo, (iii) at~~ the ~~SPAC~~IPO. ~~Merger Effective Time~~Additionally, ~~Merger Sub 2 shall merge with and into~~ the ~~Company~~underwriters ~~with~~were ~~the~~granted ~~Company being the surviving entity~~258,750 ~~and~~Class aA ~~wholly~~ordinary ~~owned~~shares ~~subsidiary of PubCo,~~ (~~iv)~~ the ~~definitions and provisions of~~ “~~Closing Payment~~ Representative Shares”,) ~~“Consideration~~that ~~Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement”~~ were ~~amended,~~registered ~~(v)~~in at the ~~Company Amalgamation Effective Time~~IPO, ~~each~~for ofno ~~Hotel101~~consideration, subject ~~Global Shares issued and outstanding immediately prior~~ to the ~~Company~~terms ~~Amalgamation~~of ~~Effective Time shall automatically be cancelled in exchange for~~ the ~~right~~underwriting toagreement. ~~receive~~The ~~one~~underwriter has ~~PubCo~~agreed ~~Ordinary~~not ~~Share~~ to ~~be issued on the Closing Date~~transfer, ~~aggregating~~assign toor ~~195,500,000 PubCo~~sell ~~Ordinary~~any ~~Shares~~such inshares ~~total,~~until ~~(vi)~~the ~~certain~~completion ~~representations and warranties~~ of the ~~parties~~initial ~~and~~Business ~~certain~~Combination. ~~covenants~~In ~~regarding~~addition, ~~D&O Tail~~the ~~Insurance,~~underwriter ~~financial~~has ~~statements,~~agreed ~~minority shareholder rights,~~ (and ~~other~~its ~~matters~~permitted ~~were~~transferees ~~amended,~~will agree) (~~vii~~i) to ifwaive ~~the~~its ~~Closing~~redemption isrights ~~not~~with ~~expected~~respect to ~~occur~~ bysuch ~~January~~shares in ~~23,~~connection ~~2025~~with ~~and~~the ~~termination~~completion of the ~~Merger Agreement has not occurred, then Hotel101 Global shall deposit into the~~ Company’s ~~working~~ ~~capital~~initial ~~account~~Business ~~US$2,000,000~~Combination ~~to extend the existence~~ and ~~cover~~(ii) to ~~certain~~waive ~~expenses~~its ofrights ~~the~~to ~~Company,~~liquidating distributions asfrom ~~further described in~~ the ~~First Amendment,~~Trust ~~(viii)~~Account ~~modifications~~with ~~were~~respect ~~made~~ to ~~the~~such ~~termination~~shares ~~provisions~~if ~~and~~ the ~~Termination~~Company ~~Fee~~fails ~~was increased~~ to ~~US$2,000,000,~~complete ~~and~~its ~~(ix) certain~~initial ~~schedules~~Business ~~and~~Combination ~~exhibits to~~ within the ~~Original~~Combination ~~Merger Agreement were amended~~Period.

~~See~~The ~~the~~shares ~~Current~~have ~~Report~~been ondeemed ~~Form~~compensation 8by FINRA and are therefore subject to a lock-Kup ~~filed~~for bya period of 180 days immediately following the ~~Company~~ ~~with~~date of the ~~SEC~~commencement onof ~~September~~sales 5,in ~~2024~~the ~~for~~IPO pursuant ~~additional~~to ~~information~~FINRA Rule 5110(e)(1).

~~NOTE~~Merger ~~7 — SHAREHOLDER’S EQUITY (DEFICIT)~~Agreement

~~Preferred~~On ~~Shares~~April —8, ~~The~~2024, the Company entered into isthe ~~authorized~~Original Merger Agreement with (i) Hotel101 Global, (ii) Hotel of Asia (and together with Hotel101 Global, the “Target Parties”), (iii) DoubleDragon; (iv) DDPC, (v) Hotel101 Worldwide, and together with DDPC, and DoubleDragon, the Principal Shareholders, (vi) PubCo, (vii) Merger Sub 1, and (viii) Merger Sub 2. Pursuant to ~~issue~~the aMerger Agreement, among other things, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer 40% of the total issued share capital of 1Hotel of Asia to PubCo in exchange for 30,~~000~~935,~~000~~563 ~~preferred~~PubCo Class A ordinary shares pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC, (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with noHotel101 ~~par~~Global ~~value.~~being Asthe surviving entity and becoming a wholly owned subsidiary of ~~September~~PubCo 30and (iv) the Company will merge with and into Merger Sub 2, ~~2024~~with the Company being the surviving entity and ~~December~~becoming 31a wholly owned subsidiary of PubCo. Pursuant to the terms of the Merger Agreement, ~~2023~~the aggregate consideration to be paid to DDPC, ~~there~~Hotel101 Worldwide and certain key executives of the Target Parties is an aggregate of ~~were~~$2,300,000,000 nowhich ~~shares~~will be paid entirely in stock, comprised of ~~preferred~~newly issued ordinary shares ~~issued~~of orPubCo ~~outstanding~~at a price of $10.00 per share.

~~Class A Ordinary Shares —~~ The ~~Company~~Merger isAgreement ~~authorized~~contains tocustomary ~~issue~~representations, warranties aand ~~total~~covenants of ~~100,000,000~~the ~~Class A~~parties ~~ordinary shares with no par value~~thereto. The Asconsummation of ~~September~~the ~~30,~~proposed ~~2024~~Merger ~~and December~~is ~~31,~~subject ~~2023,~~to ~~there~~certain ~~were~~conditions ~~498,750~~as ~~and no Class A ordinary shares issued or outstanding, excluding 5,750,000 Class A ordinary~~further ~~shares~~described ~~subject~~in tothe ~~possible~~Merger ~~redemption~~Agreement.

~~Class B Ordinary Shares —~~ The Company isfiled ~~authorized to issue~~ a ~~total~~Current ofReport ~~10,000,000~~on ~~Class B~~Form ~~ordinary shares~~ 8-K with ~~no par value. On April 20, 2021,~~ the ~~Company’s Sponsor~~SEC paid $25,000, or approximately $0.017 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 1,437,500 Class B ordinary shares with no par value, 187,500 of which are subject to forfeiture depending on ~~the~~April ~~extent to which the underwriters’ over-allotment option is exercised. On January 23~~8, 2024, ~~the underwriters exercised their over-allotment option in full, hence, all 187,500 Class B ordinary shares were no longer subject~~ to ~~forfeiture.~~report Asthis ~~of September 30, 2024 and December 31, 2023, there were 1,437,500 Class B ordinary shares issued or outstanding~~event.

~~The~~First ~~Class B~~Amendment ~~ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject~~ to ~~adjustment~~Merger pursuant to certain anti-dilution right, share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the Company’s amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the IPO, including pursuant to the Over-Allotment Option, plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued in connection with or in relation to the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company.Agreement

16On September 3, 2024, the Company entered into the First Amendment with the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into the Company with the Company being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of “Closing Payment Shares”, “Consideration Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement” were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into the Company’s working capital account US$2,000,000 to extend the existence and cover certain expenses of the Company, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.

Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a majority of the ordinary shares who are eligible to vote and attend and vote in a general meeting of the shareholders. With respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the public shares will vote together as a single class, with each share entitling the holder to one vote.14

~~Rights —~~The As of September 30, 2024, there were 5,990,000 rights outstanding. At December 31, 2023, there were no right outstanding. Each holder of a right will receive one-fourth (1/4) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of such right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. If the Company ~~enters~~filed ~~into~~ a ~~definitive~~Current ~~agreement~~Report for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on anForm as8-~~converted into Class A ordinary share basis, and each holder of a right~~K ~~will~~with ~~be required to affirmatively convert its rights in order to receive~~ the ~~1/4~~SEC ~~share~~on ~~underlying~~September ~~each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically~~5, ~~the~~2024 ~~right holder will be required~~ to ~~indicate~~report ~~its~~this ~~election to convert the rights into underlying shares as well as to return the original rights certificates to the Company~~event.

IfOn ~~the~~January ~~Company~~8, is2025, ~~unable~~the toCompany ~~complete~~received ~~an initial~~$2,000,000 ~~Business~~from ~~Combination~~Hotel101 ~~within~~Global. Using the ~~required~~funds ~~time~~received ~~period~~from ~~and~~Hotel101 Global, the Company ~~liquidates~~deposited ~~the~~two ~~funds~~tranches ~~held~~of ~~in the Trust Account~~$575,000, ~~holders~~for ofan ~~rights~~aggregated ~~will~~of ~~not~~$1,150,000, ~~receive~~into ~~any~~the ~~such~~Trust ~~funds~~Account ~~with~~on ~~respect~~January ~~to their rights~~13, ~~nor~~2025 ~~will~~and ~~they~~April ~~receive~~14, ~~any~~2025, ~~distribution~~respectively, ~~from~~extending the ~~Company’s~~time ~~assets~~available ~~held~~to consummate ~~outside~~a ofBusiness ~~the~~Combination ~~Trust~~for ~~Account~~two ~~with~~additional ~~respect~~three tomonths, ~~such~~from ~~rights~~January 23, ~~and~~2025 ~~the~~to ~~rights~~July ~~will~~23, ~~expire worthless~~2025.

AsOn ~~soon~~May ~~as practicable upon the consummation of the initial Business Combination~~9, ~~the Company will direct registered holders of the rights to return their rights to the rights agent. Upon receipt of the rights~~2025, ~~the~~Pubco ~~rights~~and ~~agent will issue to~~ the ~~registered holder of such rights the number of full Class A ordinary shares to which it is entitled. The~~ Company ~~will~~filed ~~notify~~a ~~registered~~preliminary ~~holders~~proxy ~~of the rights to deliver their rights to the rights agent promptly~~statement ~~upon~~prospectus ~~consummation~~for ~~of such Business Combination and have been informed by~~ the ~~rights~~extraordinary ~~agent~~general ~~that~~meeting ~~the process~~ of ~~exchanging~~shareholders ~~their rights for Class A ordinary shares should take no more than a matter~~ of ~~days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide~~ the Company ~~with~~to ~~any~~vote ~~means~~on ofcertain ~~avoiding~~matters ~~the~~related ~~Company’s obligation~~ to ~~issue~~ the ~~shares underlying the rights upon consummation of the initial~~ Business Combination. There ~~Other~~is ~~than~~no ~~confirming~~assurance that the ~~rights~~related ~~delivered~~registration bystatement ~~a registered holder are valid, the Company~~ will ~~have~~be nodeclared ~~ability to avoid delivery of the shares underlying the rights~~effective. ~~Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination.~~

~~The~~There ~~shares~~is ~~issuable~~no ~~upon~~assurance ~~conversion~~that of the ~~rights will be freely tradable (except to the extent held by affiliates of the~~ Company~~’s).~~ ~~The Company~~ will not issue fractional shares upon conversion of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Island’s law. As a result, you must hold rights in multiples of 4 in order to receive shares for all of the investors’ rights upon closing of a Business Combination. If the Company is unable to complete ~~an initial~~ ~~Business~~its Combination within the required time 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. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. ~~Accordingly, the rights may expire worthless.~~

17Note 7 — Shareholders’ Equity

~~NOTE~~Preferred 8Shares — ~~FAIR~~The ~~VALUE~~Company is ~~MEASUREMENTS~~ authorized to issue a total of 1,000,000 preferred shares with no par value. As of March 31, 2025 and December 31, 2024, there were no shares of preferred shares issued or outstanding.

Class A Ordinary Shares — The Company ~~follows~~is ~~the~~authorized ~~guidance~~to inissue ~~ASC~~a ~~820~~total ~~for its~~of ~~financial~~100,000,000 ~~assets~~Class A ~~and~~ordinary ~~liabilities~~shares ~~that~~with ~~are~~no ~~re-measured~~par ~~and~~value. ~~reported~~As atof ~~fair~~March ~~value~~31, at2025 ~~each~~and ~~reporting~~December 31, ~~period~~2024, ~~and~~there ~~non-financial~~were ~~assets and~~498,750 ~~liabilities~~Class A ~~that~~ordinary ~~are~~shares ~~re-measured~~issued ~~and~~or ~~reported~~outstanding, atexcluding ~~fair~~5,750,000 ~~value~~Class A atordinary ~~least~~shares ~~annually~~subject to possible redemption.

~~The~~Class B ~~fair~~Ordinary ~~value~~Shares — The ~~of the~~ Company’s ~~financial assets~~is ~~and~~authorized ~~liabilities~~to ~~reflects~~issue ~~management’s~~a ~~estimate~~total of ~~amounts~~10,000,000 ~~that~~Class B ~~the~~ordinary ~~Company~~shares ~~would~~with ~~have~~no ~~received~~par invalue. ~~connection~~On ~~with~~April 20, ~~the~~2021, ~~sale~~the ofCompany’s ~~the~~Sponsor ~~assets~~paid $25,000, or ~~paid~~approximately in$0.017 ~~connection~~per ~~with~~share, ~~the~~to ~~transfer~~cover certain of the ~~liabilities~~offering inand anformation ~~orderly~~costs ~~transaction~~in ~~between~~exchange for ~~market~~an ~~participants~~aggregate atof ~~the measurement~~1,437,500 ~~date.~~Class B Inordinary ~~connection~~shares with ~~measuring~~no ~~the~~par ~~fair~~ value, 187,500 of ~~its~~which ~~assets~~are ~~and~~subject ~~liabilities,~~to ~~the~~forfeiture ~~Company~~depending ~~seeks~~on the extent to ~~maximize~~which the ~~use~~underwriters’ ~~of observable~~over-allotment ~~inputs~~option ~~(market~~is ~~data~~exercised. ~~obtained~~On ~~from~~January ~~independent~~23, ~~sources)~~2024, ~~and to minimize~~ the ~~use~~underwriters ofexercised ~~unobservable inputs (internal assumptions~~their ~~about~~over-allotment ~~how~~option ~~market~~in ~~participants~~full, ~~would~~hence, ~~price~~all ~~assets~~187,500 ~~and~~Class ~~liabilities).~~B ~~The~~ordinary ~~following~~shares ~~fair~~were ~~value~~no ~~hierarchy~~longer issubject ~~used~~ to ~~classify~~forfeiture. ~~assets~~As ~~and~~of ~~liabilities based~~March on31, ~~the~~2025 and ~~observable~~December ~~inputs~~31, ~~and~~2024, ~~unobservable~~there ~~inputs~~were ~~used~~1,437,500 inClass ~~order~~B toordinary ~~value~~shares ~~the~~issued ~~assets~~or ~~and liabilities:~~outstanding.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right, share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in the Company’s amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares issued and outstanding upon completion of the IPO, including pursuant to the Over-Allotment Option, plus all Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities issued or deemed issued in connection with or in relation to the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company. In no event may any Class B Ordinary Share convert into Class A Ordinary Shares at a ratio that is less than one-for-one.

~~The~~Prior ~~following~~to ~~table~~the ~~presents~~initial ~~information~~Business ~~about~~Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the public shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s ~~assets~~amended ~~that~~and ~~are~~restated ~~measured~~memorandum atand ~~fair~~articles of ~~value~~association onmay only be amended by a ~~recurring~~resolution ~~basis~~passed by holders of at ~~September~~least ~~30,~~a ~~2024,~~majority of the ordinary shares who are eligible to vote and ~~indicates~~attend and vote in a general meeting of the ~~fair~~shareholders. ~~value~~With ~~hierarchy~~respect to any other matter submitted to a vote of the shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the ~~valuation~~Founder ~~inputs~~Shares and holders of the ~~Company~~public ~~utilized~~shares towill ~~determine~~vote ~~such~~together ~~fair~~as ~~value:~~a single class, with each share entitling the holder to one vote.

Description	Level		September 30, 2024
Assets:
Marketable securities held in Trust Account		1	$	59,579,851

~~NOTE~~Rights — 9As —of ~~SUBSEQUENT~~March 31, ~~EVENTS~~2025 and December 31, 2024, there were 5,990,000 rights outstanding, 5,750,000 of which are publicly traded. Each holder of a right will receive one-fourth (1/4) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of such right redeemed or otherwise sold all Class A ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/4 share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company.

~~The~~If the Company ~~evaluated~~is ~~subsequent~~unable ~~events~~to ~~and~~complete ~~transactions~~an initial ~~that~~Business ~~occurred~~Combination ~~after~~within the ~~balance~~required ~~sheet~~time ~~date~~period upand tothe Company liquidates the ~~date~~funds ~~that~~held in the ~~condensed~~Trust ~~financial~~Account, ~~statements~~holders ~~were~~of ~~issued.~~rights will ~~Based~~not ~~upon~~receive ~~this~~any ~~review~~such funds with respect to their rights, nor will they receive any distribution from the Company’s ~~did~~assets held ~~not~~outside ~~identify~~of ~~any~~the ~~subsequent~~Trust ~~events~~Account ~~that~~with ~~would~~respect ~~have~~to ~~required~~such ~~adjustment~~rights, orand ~~disclosure~~the inrights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the ~~condensed~~holders ~~financial~~of ~~statements~~the rights upon consummation of an initial Business Combination.

18As soon as practicable upon the consummation of the initial Business Combination, the Company will direct registered holders of the rights to return their rights to the rights agent. Upon receipt of the rights, the rights agent will issue to the registered holder of such rights the number of full Class A ordinary shares to which it is entitled. The Company will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such Business Combination and have been informed by the rights agent that the process of exchanging their rights for Class A ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide the Company with any means of avoiding the Company’s obligation to issue the shares underlying the rights upon consummation of the initial Business Combination. Other than confirming that the rights delivered by a registered holder are valid, the Company will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination.

The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). The Company will not issue fractional shares upon conversion of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of British Virgin Island’s law. As a result, holders must hold rights in multiples of 4 in order to receive shares for all of the investors’ rights upon closing of a Business Combination.

Note 8 — Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	March 31, 2025		December 31, 2024
Assets:
Investments held in Trust Account	1	$	61,481,368	$	60,270,176

NOTE 9 — 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 chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying unaudited condensed financial statements using the retrospective method of adoption.

The Company’s chief operating decision maker 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 and reportable segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

	For the Three Months Ended March 31,
	2025		2024
Professional service fee in connection with the Business Combination	$	74,634	$	61,238
Other operating costs	$	234,064	$	233,280
Interest earned on investment held in Trust Account	$	636,192	$	559,296

The key measures of segment profit or loss reviewed by our CODM are interest earned on investment in Trust Account and operating costs. The CODM reviews interest earned on investment in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within operating costs, the CODM specifically reviews professional service fees in connection with the business combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other formation and operating costs, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period. The CODM does not review the total assets of the Company, so segment assets are not presented in above table.

NOTE 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Pursuant to the First Amendment dated September 3, 2024, the Company received $2,000,000 from Hotel101 Global on January 8, 2025, to extend the existence of the Company for up to one year and to cover certain expenses of the Company. On April 14, 2025, using the funds received from Hotel101 Global, the Company deposited into the Trust Account $575,000 (representing $0.10 per Class A ordinary share subject to possible redemption) to extend the Combination Period from April 23, 2025 to July 23, 2025.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “JVSA”, “our”, “we,” “us” or the “Company” refer to JVSPAC Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Winky Investments Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”), the Form F-4 filed on May 9, 2025 and Form 10-K/A filed on March 11, 2025. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company ~~incorporated~~formed in the ~~British~~ British Virgin Islands on April 20, 2021. ~~formed~~The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share ~~stock~~ purchase, reorganization or similar ~~Business~~business ~~Combination~~combination with one or more businesses. We(the ~~intend to effectuate our~~ “Business Combination”). ~~using cash~~Our ~~derived~~efforts ~~from~~to ~~the~~identify ~~proceeds~~and ofcomplete ~~the~~a ~~Initial~~prospective ~~Public~~initial ~~Offering~~business ~~and~~combination ~~the~~target ~~sale~~will ofnot ~~the~~be ~~Private~~limited ~~Placement~~to ~~Units,~~a ~~our~~particular ~~shares,~~industry ~~debt~~ or ~~a combination of cash, shares and debt~~sector.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a ~~Business~~business ~~Combination~~combination will be successful.

Recent Developments

On January 23, 2024, ~~the~~we ~~Company~~ consummated ~~its~~ ~~Initial~~our Initial Public Offering and sold 5,750,000 Units, including 750,000 Units sold pursuant to the full exercise of the underwriters’ ~~option~~ option to purchase additional units to cover the over-allotment, hence the 187,500 shares of Class B ordinary shares were subsequently forfeited. Each Unit consists of one Class A ordinary share and one Right to receive one-fourth of one Class A ordinary share upon the ~~consummation~~ consummation of an initial Business Combination. The Units were sold at a price of $10.00 per unit, generating gross proceeds to ~~the~~us ~~Company~~ of $57,500,000.

Simultaneously with the closing of the ~~Initial~~ Initial Public Offering and the sale of the Units, ~~the~~we ~~Company~~ consummated the Private Placement of an aggregate 240,000 Private Placement Units, which included the additional 7,500 Private Placement Units sold pursuant to the full exercise of the underwriters’ option to cover the over-allotment.

Upon closing of the Initial Public Offering, the Private Placement, and the sale of the Over-Allotment Units, a total of $57,500,000 was placed in the Trust Account.

1918

On April 8, 2024, ~~the~~we ~~Company~~ entered into an Agreement and Plan of Merger (the “Original Merger Agreement”, as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with (i) Hotel101 Global Pte. Ltd., a private company limited by shares ~~incorporated~~ incorporated under the laws of Singapore (“Hotel101 Global”), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and together with Hotel101 Global, the “Target Parties”), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. (“DoubleDragon”); (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Worldwide”, and together with DDPC, and DoubleDragon, the “Principal Shareholders”), (vi) Hotel101 Global Holdings Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of DoubleDragon (“PubCo”), (vii) HGHC 4 Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), and (viii) HGHC 3 Corp., a British Virgin Islands business company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”). Pursuant to the Merger Agreement, (i) prior to the Company Amalgamation and SPAC Merger (each as defined below), DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to PubCo (the “Share Transfer”) in exchange for 30,935,563 PubCo Class A ordinary shares (the “Transfer Payment Shares”) pursuant to a Share Purchase Agreement, (ii) prior to the Company Amalgamation and SPAC Merger (each as ~~defined~~ defined below), DDPC will transfer to Hotel101 Global certain real estate-related properties free and clear of any encumbrances in exchange for the issuance of ordinary shares in the capital of Hotel101 Global to DDPC (the “Property Transfer”), (iii) Hotel101 Global and Merger Sub 1 will amalgamate, with Hotel101 Global being the surviving entity and becoming a wholly owned subsidiary of PubCo (“Company Amalgamation”) and (iv) ~~the~~we ~~Company~~ will merge with and into Merger Sub 2, with ~~the~~us ~~Company~~ being the surviving entity and becoming a wholly owned subsidiary of PubCo (the “SPAC Merger”). Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to DDPC, ~~Hotel~~Hotel101 ~~101~~ Worldwide and certain key executives of the Target Parties is an aggregate of $2,300,000,000 which will be paid entirely in stock, comprised of newly issued ordinary shares of PubCo at a price of $10.00 per share (the “Closing Payment Shares”).

The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.

~~See~~The foregoing description of the ~~Current~~Original ~~Report~~Merger Agreement ondoes ~~Form~~not ~~8-K~~purport ~~filed~~to bybe ~~the Company~~complete ~~with~~and is qualified in its entirety by the ~~SEC~~terms onand ~~April~~conditions 8,of ~~2024~~the ~~for~~Original ~~additional~~Merger ~~information~~Agreement.

First Amendment to Merger Agreement

On September 3, 2024, ~~the~~we ~~Company~~ entered into the First Amendment with the Target Parties, the Principal Shareholders, PubCo, Merger Sub 1 and Merger Sub 2, that amended and modified the Original Merger Agreement. Pursuant to the First Amendment, (i) prior to the SPAC Merger and the Company Amalgamation, DoubleDragon will transfer 40% of the total issued share capital of Hotel of Asia to Hotel101 Global, in exchange for the issuance of 1,987,239 Hotel101 Global Shares, (ii) at the Company Amalgamation Effective Time, Hotel101 Global and Merger Sub 1 shall amalgamate and continue as one company, with Hotel101 Global being the surviving entity, and as a wholly owned subsidiary of PubCo, (iii) at the SPAC Merger Effective Time, Merger Sub 2 shall merge with and into ~~the~~us ~~Company~~ with ~~the~~us ~~Company~~ being the surviving entity, and a wholly owned subsidiary of PubCo, (iv) the definitions and provisions of “Closing Payment Shares”, “Consideration Shares”, “Hotel101 Global Shareholder Approval” and “Share Purchase Agreement” were amended, (v) at the Company Amalgamation Effective Time, each of Hotel101 Global Shares issued and outstanding immediately prior to the Company Amalgamation Effective Time shall automatically be cancelled in exchange for the right to receive one PubCo Ordinary Share to be issued on the Closing Date, aggregating to 195,500,000 PubCo Ordinary Shares in total, (vi) certain representations and warranties of the parties and certain covenants regarding D&O Tail Insurance, financial statements, minority shareholder rights, and other matters were amended, (vii) if the Closing is not expected to occur by January 23, 2025 and termination of the Merger Agreement has not occurred, then Hotel101 Global shall deposit into ~~the~~our ~~Company’s~~ working capital account US$2,000,000 to extend the existence and cover certain expenses of ~~the Company~~us, as further described in the First Amendment, (viii) modifications were made to the termination provisions and the Termination Fee was increased to US$2,000,000, and (ix) certain schedules and exhibits to the Original Merger Agreement were amended.

~~See~~The foregoing description of the ~~Current~~First ~~Report~~Amendment does onnot ~~Form~~purport ~~8-K~~to ~~filed~~be bycomplete ~~the Company~~and ~~with~~is ~~the~~qualified ~~SEC~~in onits ~~September~~entirety 5,by ~~2024~~the ~~for~~terms ~~additional~~and ~~information~~conditions of the First Amendment.

Extension to the Combination Period

On January 8, 2025, we received $2,000,000 from Hotel101 Global. Using the funds received from Hotel101 Global, we deposited two tranches of $575,000, for an aggregate of $1,150,000 into the Trust Account on January 13, 2025 and April 16, 2025, respectively, extending the time available to consummate a Business Combination for two additional three (3) months, from January 23, 2025 to July 23, 2025.

There is no assurance that the Company will complete its initial Business Combination.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from ~~April 20, 2021 (~~inception) through ~~September~~March 3031, ~~2024~~2025 were ~~organizational~~working ~~activities, those necessary~~ to ~~prepare~~effect ~~for~~a ~~the~~merger, ~~Initial~~share exchange, ~~Public~~asset ~~Offering~~acquisition, ~~described~~stock ~~below~~purchase, ~~and~~reorganization ~~identifying~~or asimilar ~~target~~business ~~company~~combination ~~for a Business Combination~~. We do not expect to generate any operating revenues until after the completion of our ~~Business~~initial ~~Combination.~~business Wecombination, ~~generate~~at ~~non-operating income in~~ the ~~form of interest income on marketable securities held in the Trust Account~~earliest. ~~We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

~~For~~The ~~the~~Company ~~three~~generates ~~months~~non-operating ~~ended~~income ~~September 30, 2024,~~in wethe ~~had~~form aof ~~net~~interest income ofon ~~$626~~cash and cash equivalents,~~883,~~ ~~which~~and ~~consists~~other ofinvestments ~~interest~~from ~~income~~the proceeds derived from ~~trust~~the ofIPO. ~~$764,667~~We ~~and~~expect ~~interest~~to ~~income~~continue to ~~from~~incur ~~bank~~expenses as a result of ~~$11~~being a public company (for legal,~~270~~ ~~offset by~~financial ~~formation~~reporting, accounting and ~~operational~~auditing ~~cost~~compliance), ofas ~~$149~~well as for due diligence expenses in connection with searching for,~~054~~ and completing, a business combination.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, we we had a net income of $1417,~~399~~109,~~026,~~ which consists of interest income from ~~trust~~investments held in Trust Account of $2636,~~079,851~~192 and interest income from bank of $2914,~~019~~ 981, partially offset by ~~formation~~operation ~~and~~loss ~~operational cost~~ of $~~709~~234,~~844~~064 derived from operating costs.

For the three months ended ~~September~~March 3031, ~~2023~~2024, we we had a net ~~loss~~income of $48330,~~928~~961, which ~~consisted~~consists of ~~formation~~interest income from investments held in Trust Account of $559,296 and ~~operating~~interest ~~costs~~income from bank of $4,945, partially offset by operational cost of $233,280.

For the nine months ended September 30, 2023, we had net loss $50,253, which consisted of formation and operating costs.

Liquidity and Capital Resources

Our liquidity needs ~~have been satisfied~~ prior to completion of the IPO have been satisfied through receipt of $25,000 from the sale of the ~~Founder~~founder ~~Shares~~shares to our sponsor and up to $350,000 in loans from our sponsor under an unsecured promissory note. Post the completion of the IPO, our working capital needs have been satisfied by proceeds of approximately $1.5 million from the IPO that were not required to be deposited into the Trust Account and $2,000,000 advances received from Hotel101 Global as described below. As of ~~September~~March 3031, 2025 and December 31, 2024, ~~the~~we ~~balance~~had ofborrowed $286,385 under the promissory note with our sponsor, which remained unpaid and will be due as demanded. As of the date of this filing, the Sponsor has not demanded repayment.

On January 23, 2024, ~~the~~we ~~Company~~ consummated its IPO of 5,750,000 Units, which includes the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A A ordinary share, no par value per share, and one right to receive one-fourth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $57,500,000. ~~Simultaneously~~ Simultaneously with the consummation of the IPO and the sale of the Units, we consummated the Private Placement of 240,000 Private Placement Units to the Sponsor, at a price of approximately $10.00 per Private Placement Unit, generating total proceeds of $2,400,000. The Private ~~Placement~~ Placement Units are identical to the public Units sold in the IPO. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Placement Units or underlying securities (except in limited circumstances, as described in the Unit Subscription Agreement) until after the completion of ~~the~~our ~~Company’s~~ initial business combination. Such initial purchasers were granted certain registration rights which is governed by a registration rights agreement in connection with the purchase of the Private Placement Units. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Following the closing of the IPO on January 23, 2024, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a Trust Account.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in operating activities was $~~692~~448,~~619~~254. Net income of $1417,~~399,026~~109 was ~~affected~~impacted by interest earned on ~~investment~~investments held in the Trust Account of $2636,~~079,851~~192. Changes in operating assets and liabilities used $11229,~~794~~171 of cash for operating activities.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, net cash used in operating activities was $~~nil~~490,107. Net income of $330,961 was impacted by interest earned on investments held in the Trust Account of $559,296. Changes in operating assets and liabilities used $261,772 of cash for operating activities.

AsFor ~~of September 30, 2024, we had marketable securities held in~~ the ~~Trust~~three ~~Account~~months ofended ~~$59,579,851~~March ~~(including approximately $2~~31,~~079,851~~ ~~of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes~~2025, ~~if any. We intend to use substantially all~~net ofcash ~~the~~used ~~funds held~~ in ~~the~~investing ~~Trust~~activities ~~Account,~~was ~~including any amounts representing interest earned on the Trust Account (less income taxes payable)~~$575, ~~to complete our Business Combination. To the extent that our share capital or debt is used~~000, inrelating ~~whole or in part, as consideration~~ to ~~complete our~~investments ~~Business~~of ~~Combination,~~cash ~~the~~into ~~remaining proceeds held in the~~ Trust Account ~~will~~for beextension ~~used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies~~purposes.

As of September 30, 2024, we had cash of $844,690. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.20

InFor ~~order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,~~ the ~~Sponsor,~~three ormonths ~~certain~~ended ofMarch ~~our officers and directors or their affiliates may~~31, ~~but are not obligated to~~2024, ~~loan us funds as may be required. If we complete a Business Combination, we would repay such~~net ~~loaned~~cash amounts. In the event that a 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~~in ~~such~~investing ~~repayment.~~activities Upwas to $157,~~150~~500,000, ~~of such~~relating ~~Working~~to ~~Capital~~the ~~Loans~~investments ~~may be convertible into units at a price~~ of ~~$10.00~~cash ~~per~~from ~~unit at~~ the ~~option~~proceeds of the ~~lender~~IPO. ~~Such units would be identical to the Private Placement Units issued to our sponsor.~~

WeFor dothe ~~not~~three ~~believe~~months weended ~~will~~March ~~need~~31, ~~to raise additional~~2025, ~~funds~~net incash ~~order~~provided toby ~~meet~~financing ~~the~~activities ~~expenditures~~was ~~required for operating our business. However~~$1,930,000, ifwhich ~~our~~consisted ~~estimate~~ of ~~the costs of identifying a target business~~$2,000,000 ~~undertaking~~proceeds ~~in-depth~~from ~~due diligence and negotiating a Business Combination are less than~~ the ~~actual~~third ~~amount~~party ~~necessary~~- ~~to do so,~~Hotel101 weGlobal ~~may~~and ~~have insufficient funds available to operate our business prior to our initial Business Combination. Moreover~~$70,000 wepayments ~~may~~for ~~need~~offering to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combinationcosts.

For the three months ended March 31, 2024, net cash provided by financing activities was $59,037,309, which consisted of $57,500,000 from the proceeds of the IPO and $2,400,000 in proceeds from the sales of Private Placement Units, partially offset by $575,000 paid for underwriting commissions and $287,691 paid for offering costs.

As of March 31, 2025, we had investments held in the Trust Account of $61,481,368 (including approximately $3,406,368 of interest income and $575,000 in extension payments) consisting of mutual funds. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2025, we had cash of $1,716,046. We will use the remaining funds held outside the Trust Account primarily to complete our Business Combination with Hotel101 Global Pte. Ltd.

On January 8, 2025, we received $2,000,000 from Hotel101 Global pursuant to the First Amendment to the Merger Agreement. Using the funds received from Hotel101 Global, we deposited two tranches of $575,000, for an aggregated of $1,150,000, into the Trust Account on January 13, 2025 and April 14, 2025, respectively, extending the time available to consummate a Business Combination for two additional three (3) months, from January 23, 2025 to July 23, 2025. There is no assurance that the Business Combination will be completed.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required (the “Working Capital Loan”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a 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. Up to $1,150,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units issued to our sponsor. As of the date of this filing, there are no Working Capital Loans outstanding.

We have incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

The Company has incurred and expects to continue to incur significant costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ~~Financial Accounting~~ASC ~~Standard~~Subtopic ~~Board’s Accounting Standards Update (“ASU”) 2014~~205-1540, ~~“Disclosures~~Presentation of ~~Uncertainties~~Financial ~~about~~Statements ~~an Entity’s~~- ~~Ability to Continue as a~~ Going Concern,” ~~management~~the ~~has~~Company may ~~determined~~need ~~that~~to ~~these~~raise ~~conditions~~additional ~~raise~~capital ~~substantial~~through ~~doubt about~~loans ~~the~~or ~~Company’s~~additional ~~ability~~investments tofrom ~~continue~~its asSponsor, astockholders, ~~going~~officers, ~~concern~~directors, or third parties. The ~~management~~Company’s ~~plan~~officers, indirectors ~~addressing~~and ~~this~~Sponsor ~~uncertainty is through the Working Capital Loans~~may, asbut ~~defined~~are ~~below~~not ~~(see~~obligated ~~Note 5). In addition~~to, ifloan the Company isfunds, ~~unable~~from time to ~~complete a business combination 12~~time ~~months~~or ~~from~~at ~~the~~any ~~closing~~time, ofin ~~the~~whatever ~~IPO~~amount ~~(or~~they updeem toreasonable 18in ~~months~~their ~~from~~sole ~~the~~discretion, ~~closing~~to ofmeet the ~~IPO~~Company’s ifworking wecapital ~~extend~~needs. Accordingly, the ~~period~~Company ofmay ~~time~~not tobe ~~consummate~~able ato ~~business combination~~obtain byadditional ~~the~~financing. ~~full~~If ~~amount of time),~~ the Company’s ~~board~~is ofunable ~~directors~~to ~~would~~raise ~~proceed~~additional tocapital, ~~commence~~it amay ~~voluntary~~be ~~liquidation~~required ~~and~~to ~~thereby~~take aadditional ~~formal~~measures ~~dissolution~~to ofconserve ~~the~~liquidity, ~~Company.~~which ~~There~~could isinclude, nobut ~~assurance~~not ~~that~~necessarily ~~the~~be ~~Company’s~~limited ~~plans~~ to, ~~consummate~~curtailing aoperations, ~~Business Combination~~suspending ~~will~~the bepursuit ~~successful.~~of As a ~~result~~potential transaction, ~~management~~and ~~has~~reducing ~~determined~~overhead ~~that~~expenses. ~~such~~The ~~additional~~Company ~~condition~~cannot ~~also~~provide ~~raises~~any ~~substantial~~assurance ~~doubt~~that ~~about~~new ~~the~~financing ~~Company’s~~will ~~ability~~be available to ~~continue~~it ason acommercially ~~going~~acceptable ~~concern.~~terms, ~~The~~if ~~financial~~at ~~statement does not include any adjustments that might result from the outcome of this uncertainty~~all.

~~Off-Balance~~The ~~Sheet~~Company’s ~~Arrangements~~liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued. Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 23, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company, which raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

~~We have no obligations, assets or liabilities, which would be considered off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements~~Financing as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

Registration Rights

The holders of the Founder Shares, Private Placement Units, shares being issued to the underwriters of the IPO, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. 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 consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriter may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement for the IPO and may not exercise its demand rights on more than one occasion. ~~However, the registration rights agreement~~Notwithstanding ~~provides that~~ the ~~Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period. Notwithstanding the~~ above, the shares ~~to be~~ issued to the underwriters in the IPO will be further subject to the limitations on registration requirements imposed by FINRA Rule 5110(g)(8). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Pursuant to the underwriting agreement entered into on January 18, 2024, we have agreed and have issued to Maxim Partners LLC and/or its designees (“Maxim”), 258,750 ordinary shares (inclusive of the exercise of the underwriter’s over-allotment option in full) (the “Representative Shares”) at the closing of the IPO. Maxim has agreed not to transfer, assign or sell any such Representative Shares until the completion of the initial Business Combination. In addition, the underwriter has agreed (and its permitted transferees will agree) (i) to waive its redemption rights with respect to such Representative Shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete its initial Business Combination within the Combination Period.

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 5110(e)(1). Pursuant to FINRA Rule 5110(e)(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 effective date of the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the IPO except to any underwriter and selected dealer participating in the IPO and their officers, partners, registered persons or affiliates.

The underwriter was paid $575,000 for the underwriter’s discount, upon the closing of the IPO. Additionally, the underwriter was entitled 258,750 Representative Shares that were registered in the IPO, for no consideration, subject to the terms of the underwriting agreement. The underwriter has agreed not to transfer, assign or sell any such shares until the completion of the initial Business Combination.

Critical Accounting Estimates

~~The~~We ~~preparation~~prepare ofour unaudited condensed financial statements in ~~and~~accordance ~~related disclosures~~with accounting principles generally accepted in ~~conformity~~the ~~with~~United ~~GAAP~~States of America. The preparation of unaudited condensed financial statements also requires ~~Management~~us to make estimates and assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~disclosure~~costs ofand ~~contingent assets~~ expenses and ~~liabilities~~related atdisclosures. ~~the~~We ~~date~~base ofour ~~the~~estimates ~~financial~~on ~~statements,~~historical experience and ~~income~~on ~~and~~various ~~expenses~~other ~~during~~assumptions ~~the~~that we believe to be reasonable ~~periods~~under ~~reported~~the circumstances. Actual results could ~~materially~~ differ significantly from ~~those~~the estimates. Asmade ofby ~~the~~our ~~end~~management. ofWe ~~the~~did ~~reporting period, we have~~ not ~~identified any~~identify any critical accounting estimates ~~except as described below:~~.

Ordinary Shares Subject to Possible Redemption

The Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. 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) is classified as temporary equity. At all other times, ordinary shares is classified as stockholders’ equity. The Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 5,750,000 Class A ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., Public Units), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company’s Class A ordinary shares is subject to ASC 480-10-S99. 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 in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period, which is the initial period that the Company has to complete a Business Combination

Accordingly, at September 30, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity (deficit) in the Company’s balance sheets.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Our management does not believe the adoption of ASU 2023-09 will have a material impact on our unaudited condensed financial statements and disclosures.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Not~~As ~~required~~a ~~for~~ smaller reporting ~~companies~~company, we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls ~~and~~are procedures that are designed with the objective of ensuring that information required to be disclosed ~~by us~~ in our reports filed under the Exchange Act ~~reports~~ is recorded, processed, summarized, and reported within the time ~~periods~~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 ~~our~~the ~~principal~~chief executive officer and ~~principal~~chief financial ~~officer~~ ~~or persons performing similar functions~~officer, as appropriate to allow timely decisions regarding required disclosure.

~~Our~~As ~~management~~required ~~evaluated,~~by ~~with~~Rules ~~the~~13a-15 ~~participation of~~and ~~our~~15d-15 ~~management,~~under ~~including~~the Exchange Act, our ~~principal~~Chief ~~executive~~Executive ~~officer~~Officer and ~~principal~~Chief ~~financial~~Financial ~~and~~Officer ~~accounting~~carried ~~officer,~~out an evaluation of the effectiveness of ~~our~~the design and operation of our disclosure controls and procedures as of ~~the~~March ~~end~~31, of2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the ~~fiscal~~period ~~quarter~~covered ~~ended~~by ~~September~~this 30report, ~~2024,~~our asdisclosure ~~such~~controls ~~term~~and isprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.) ~~Based~~were oneffective ~~this~~at ~~evaluation,~~a ~~our~~reasonable ~~principal~~assurance ~~executive~~level. ~~officer~~Accordingly, ~~and~~management ~~principal~~believes that the unaudited condensed financial ~~and~~statements ~~accounting officer~~included in ~~have~~this ~~concluded~~Quarterly ~~that~~Report ~~during~~present ~~the~~fairly ~~period~~in ~~covered~~all bymaterial ~~this~~respects ~~report~~our financial position, ~~our~~results ~~disclosure~~of ~~controls~~operations and ~~procedures~~cash ~~were~~flows ~~effective~~for atthe aperiod ~~reasonable assurance level~~presented.

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 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.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than as described herein, 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

As smaller reporting company we are not ~~required~~ required to make disclosures under this Item. However, in addition to the risk factors disclosed in our ~~prospectus~~Annual Report on Form 10-K/A filed with the SEC on ~~January 19~~March 11, ~~2024~~2025 and Form F-4 filed on May 9, 2025, we have identified the below-listed additional risk factors. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition:

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.”

As of ~~September~~March 3031, ~~2024~~2025, the Company had cash of of $~~844~~1,~~690~~716,046 and a working capital deficit of $~~502~~378,~~437~~436. Further, we have incurred and expect to continue to incur significant costs as a ~~public~~ public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses in connection with our initial ~~business~~ business combination activities. Management’s plans to address any need for additional capital are discussed in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that any efforts to raise capital (if required) or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statement contained elsewhere in this Form 10-Q do not include any adjustments that might result from our inability to continue as a going concern.

If we were considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”).

Our sponsor is controlled by or has substantial ties with non-U.S. persons domiciled outside the U.S. Acquisitions and investments by non-U.S. persons in certain U.S. businesses may be subject to rules or regulations that limit foreign ownership. CFIUS is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have a nexus to critical technologies, critical infrastructure and/or sensitive personal data in order to determine the effect of such transactions on the national security of the U.S. Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings.

If our potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may not be able to consummate an initial business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and our units and Founder Shares will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial business combination target or the performance or business prospects of a post-business combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial business combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a business combination could change even after we have entered into a business combination agreement as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business combination target.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial business combination. If we complete an initial business combination with such a target, the post-business combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-business combination company to decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 23, 2024, we consummated its IPO of 5,750,000 Units, which includes the full exercise of the underwriter’s over-allotment option. Each Unit consists of one Class A ordinary share, no par value per share, and one right to receive of one-fourth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $57,500,000. Maxim Group LLC. acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-275176). The Securities and Exchange Commission declared the registration statements effective on January 18, 2024.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 240,000 Private Placement Units to Winky Investments Limited, the Sponsor, at a price of approximately $10.00 per Private Placement Unit, generating total proceeds of $2,400,000. The Private Placement Units are identical to the units sold in the IPO except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, private placement shares or private placement rights. The rights will expire worthless if the Company does not consummate a Business Combination within the allotted 12-month period (or up to 18 months from the completion of the IPO if the Company extends the period of time to consummate a Business Combination by the full amount of time).

The private placement units, private placement shares, private placement rights and the Class A ordinary shares underlying such rights will not be transferable, assignable or salable by the Sponsor until the completion of the Company’s initial Business Combination, except to permitted transferees.

We paid a total of $1,751,700 consisting of $575,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $632,284 of the Representative Shares (as defined in Note 6), and $544,416 of other offering costs during the three months ended March 31, 2024.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.INS		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	JVSPAC ACQUISITION CORP.
Date: November 8, 2024	By:	/s/ Albert Wong
Date: May 14, 2025	By:	/s/ Albert Wong
	Name:	Albert Wong
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: November 8, 2024	By:	/s/ Claudius Tsang
Date: May 14, 2025	By:	/s/ Claudius Tsang
	Name:	Claudius Tsang
	Title:	Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

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Filing Compare · JVSPAC Acquisition Corp.