UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period 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 ______

A SPAC II ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

British Virgin Islands		001-41372		n/a
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

289 Beach Road

#03-01

Singapore 199552

(Address of Principal Executive Offices) (Zip Code)

(65) 6818 5796

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of each class		Trading Symbol(s)
Units, each consisting of one Class A ordinary share, with no par value, one-half of one redeemable warrant and one right to receive one-tenth of one Class A ordinary share		ASUUF
Class A ordinary shares, no par value, included as part of the units		ASCBF
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, included as part of the units		ASCWF
Rights, each Right to receive one-tenth (1/10) of one Class A ordinary share included as part of the units		ASCRF

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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, smaller reporting company, or an emerging growth company. See the 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 124, ~~2024~~2025, 5,~~587~~243,~~978~~594 Class A Ordinary Shares and 100,000 Class B Ordinary Shares, were issued and outstanding.

TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Financial Statements	1
	Unaudited Condensed Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Unaudited Condensed Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023	2
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2025 and 2024	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2025 and 2024	3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	4
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2324
Item 4.	Controls and Procedures	2324
Part II - OTHER INFORMATION		2425
Item 1.	Legal Proceedings	2425
Item 1A.	Risk Factors	2425
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
SIGNATURES		27

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 of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, ~~2023~~2024 (the Amended “Annual Report”) which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~March~~October 2924, ~~2024~~2025 and the Company’s final prospectus for its initial public offering filed with the SEC on May 3, 2022. The Company’s ~~securities~~ 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. Unaudited Condensed Financial Statements

A SPAC II ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2024 (Unaudited)			December 31, 2023
	March 31, 2025 (Unaudited)			December 31, 2024
Assets
Current assets:
Cash	$	7212,~~752~~598		$	~~442~~140,~~147~~981
Prepaid expenses		2015,~~250~~772			3416,~~489~~327
Total current assets		9328,~~002~~370			~~476~~157,~~636~~308
Investments held in Trust Account		4,~~433~~532,~~981~~325			214,~~895~~485,~~685~~356
Total Assets	$	4,~~526~~560,~~983~~695		$	224,~~372~~642,~~321~~664
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~261~~258,~~216~~655		$	~~157~~279,~~354~~881
Total current liabilities		261,216			157,354
Promissory note – related party		157,838			157,838
Total current liabilities		416,493			437,719
Deferred underwriting fee payable		7,000,000			7,000,000
Total Liabilities		7,~~261~~416,~~216~~493			7,~~157~~437,~~354~~719
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, no par value; 387,978 shares and 1,996,395 shares at redemption value of $11.428 and $10.968 per share as of September 30, 2024 and December 31, 2023, respectively		4,433,981			21,895,685
Class A ordinary shares subject to possible redemption, no par value; 387,978 shares and 387,978 shares at redemption value of $11.682 and $11.561 per share as of March 31, 2025 and December 31, 2024, respectively		4,532,325			4,485,356
Shareholders’ Deficit
Preference shares, no par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value; 500,000,000 shares authorized; 5,200,000 shares issued and outstanding; excluding 387,978 shares and 1,996,395 shares subject to possible redemption, as of September 30, 2024 and December 31, 2023, respectively		—			—
Class A ordinary shares, no par value; 500,000,000 shares authorized; 5,200,000 shares issued and outstanding (excluding 387,978 shares subject to possible redemption)		—			—
Class B ordinary shares, no par value; 50,000,000 shares authorized; 100,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023		—			—
Class B ordinary shares, no par value; 50,000,000 shares authorized; 100,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024		—			—
Additional paid-in capital		—			—
Accumulated deficit		(7,~~168~~388,~~214~~123	)		(67,~~680~~280,~~718~~411	)
Total Shareholders’ Deficit		(7,~~168~~388,~~214~~123	)		(67,~~680~~280,~~718~~411	)
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Deficit	$	4,~~526~~560,~~983~~695		$	224,~~372~~642,~~321~~664

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

A SPAC II ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three months ended September 30,						Nine months ended September 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
General and administrative expenses	$	~~195~~108,~~662~~778		$	~~291~~148,~~401~~651		$	~~497,763~~		$	~~713,350~~
Loss from operations		(~~195~~108,~~662~~778	)		(~~291~~148,~~401~~651	)		~~(497,763~~	)		~~(713,350~~	)
Other income:
Interest income		~~130~~48,~~919~~035			1290,~~288,414~~996			~~713,645~~			~~5,983,928~~
Income (loss) before income taxes		(64,743	)		997,013			215,882			5,270,578
(Loss) income before income taxes		(60,743	)		142,345
Income taxes provision		—			—			—			—
Net income (loss)	$	(64,743	)	$	997,013		$	215,882		$	5,270,578
Net (loss) income	$	(60,743	)	$	142,345
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		~~894~~387,~~979~~978			81,~~258~~996,~~518~~395			~~1,996,395~~			~~16,043,164~~
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.1110		$	0.1312		$	~~0.29~~		$	~~0.34~~
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		5,300,000			5,300,000			~~5,300,000~~			~~5,300,000~~
Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption	$	(0.0302	)	$	(0.02	)	$	~~(0.07~~	)	$	~~(0.03~~	)

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

A SPAC II ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the ~~three~~Three ~~and~~Months ~~nine~~Ended ~~months~~March ~~ended September 30~~31, ~~2024~~2025

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2023		5,200,000	$	—		100,000	$	—	$	—	$	(6,680,718	)	$	(6,680,718	)
Balance –December 31, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(7,280,411	)	$	(7,280,411	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(285,612	)		(285,612	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(46,969	)		(46,969	)
Net income		—		—		—		—		—		142,345			142,345
Net loss		—		—		—		—		—		(60,743	)		(60,743	)
Balance – March 31, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(6,823,985	)	$	(6,823,985	)
Balance – March 31, 2025		5,200,000	$	—		100,000	$	—	$	—	$	(7,388,123	)	$	(7,388,123	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(288,784	)		(288,784	)
Net income		—		—		—		—		—		138,280			138,280
Balance – June 30, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(6,974,489	)	$	(6,974,489	)
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		—		(128,982	)		(128,982	)
Net loss		—		—		—		—		—		(64,743	)		(64,743	)
Balance – September 30, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(7,168,214	)	$	(7,168,214	)

For the ~~three~~Three ~~and~~Months ~~nine~~Ended ~~months~~March ~~ended September 30~~31, ~~2023~~2024

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2022		300,000	$	—		5,000,000	$	—	$	—	$	(5,873,067	)	$	(5,873,067	)
Balance –December 31, 2023		5,200,000	$	—		100,000	$	—	$	—	$	(6,680,718	)	$	(6,680,718	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(2285,~~189,543~~612	)		(2285,~~189,543~~612	)
Net Income		—		—		—		—		—		2142,~~002,044~~345			2142,~~002,044~~345
Balance – March 31, 2023		300,000	$	—		5,000,000	$	—	$	—	$	(6,060,566	)	$	(6,060,566	)
Balance – March 31, 2024		5,200,000	$	—		100,000	$	—	$	—	$	(6,823,985	)	$	(6,823,985	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(2,486,469	)		(2,486,469	)
Net Income		—		—		—		—		—		2,271,521			2,271,521
Balance – June 30, 2023		300,000	$	—		5,000,000	$	—	$	—	$	(6,275,514	)	$	(6,275,514	)
Accretion of Class A ordinary shares to redemption value		—		—		—		—		—		(1,279,967	)		(1,279,967	)
Net Income		—		—		—		—		—		997,013			997,013
Balance – September 30, 2023		300,000	$	—		5,000,000	$	—	$	—	$	(6,558,468	)	$	(6,558,468	)

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

A SPAC II ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
	2024			2023
Cash flows from operating activities:
Net income	$	215,882		$	5,270,578
Net (loss) income	$	(60,743	)	$	142,345
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned in trust account		(~~703~~46,~~378~~969	)		(5285,~~955,979~~612	)
Change in operating assets and liabilities:
Prepaid expenses and other assets		~~14,239~~555			29(58,~~387~~766	)
Accounts payable and accrued expenses		~~103~~(21,~~862~~226	)		~~124~~12,~~308~~324
Net cash used in operating activities		(~~369~~128,~~395~~383	)		(~~531~~189,~~706~~709	)
Cash Flows from Investing Activities:
Net change in cash		(128,383	)		(189,709	)
Cash withdrawn from trust account to pay shareholder redemptions		18,165,082			190,703,967
Cash, beginning of the period		140,981			442,147
Net cash provided by investing activities		18,165,082			190,703,967
Cash, end of the period	$	12,598		$	252,438
Cash Flows from Financing Activities:
Payment of public shareholder redemptions		(18,165,082	)		(190,703,967	)
Net cash provided by (used in) financing activities		(18,165,082	)		(190,703,967	)
Net change in cash		(369,395	)		(531,706	)
Cash, beginning of the period		442,147			1,063,837
Cash, end of the period	$	72,752		$	532,131
Supplemental Disclosure of Cash Flow Information:
Remeasurement of carrying value to redemption value	$	703,378		$	5,955,979
Accretion of carrying value to redemption value	$	46,969		$	285,612

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

A SPAC II ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 – Description of Organization and Business Operation

A SPAC II Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands on June 28, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not ~~commenced~~ commenced any operations. All activities from June 28, 2021 (inception) through ~~September~~March 3031, ~~2024~~2025, are related to the Company’s formation, the initial public offering (“IPO”) and its search of a Business Combination target as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s IPO became effective on May 2, 2022. On May 5, 2022, the Company consummated the IPO of 20,000,000 units (the “Units”), which includes the partial exercise of the over-allotment option of 1,500,000 Units granted to the underwriters. The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with A SPAC II (Holdings) Corp., the Company’s sponsor, of 8,966,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000.

Transaction costs amounted to $13,150,218, consisting of $3,380,000 of underwriting fees, $7,000,000 of deferred underwriting fees (payable only upon completion of a Business Combination), $567,629 of other offering costs and $2,202,589 fair value of the 300,000 representative shares considered as part of the transaction costs, and were recognized upon completion of the IPO.

The Company also issued 300,000 shares of Class A ordinary shares (the “Representative Shares”) to Maxim Group LLC, (“Maxim”), the representative of the underwriters, as part of representative compensation, the fair value of which is $2,202,589. The Representative Shares are identical to the public shares except that Maxim has agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are 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 this offering pursuant to FINRA Rule 5110(e)(1). In addition, the representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination within 15 months of the closing of the IPO (or 21 months, if the Company extends the time to complete a Business Combination). As described below, the Company has extended the time to complete a Business Combination to August 5, 2027.

Upon the closing of the IPO on May 5, 2022, $203,500,000 ($10.175 per Unit) from the net offering proceeds of the sale of the Units in the IPO and a portion of the sale of the Private Placement was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer& Trust as a trustee and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company will provide the holders of the outstanding Class A ordinary shares sold with the Units (the “Public Shares”) sold in the IPO (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a 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 Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.175 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). As described below, in August 2023, July 2024 and July 2025, the Public Shareholders were given the opportunity to redeem all or a portion of their Public Shares in connection with proposals to amend and restate the Company’s amended and restated memorandum and articles of association.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A Ordinary Shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants and Public Rights), the initial carrying value of Class A Ordinary Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The 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 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 immediately. While redemptions in connection with our initial business combination cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

The Company’s Sponsor, officers and directors (the “Initial ~~Shareholder~~Shareholders”) ~~has~~have agreed not to propose an amendment to the Certificate of Incorporation that would affect ~~the~~ the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

~~The~~Initially, the Company ~~initially~~ had ~~until~~up to 15 months from the closing of the ~~IPO~~ IPO (or up to 21 months if the Company extends the period of time to consummate a Business Combination), or as amay ~~result~~be offurther ~~the shareholders’~~extended ~~approval,~~by the Company) ~~amended and restated its Charter to extend~~ (the ~~date~~“Combination byPeriod”) ~~which it has~~ to complete a ~~business~~Business ~~combination to August 5, 2025, or up to 39 months from the IPO (the “~~Combination ~~Period” as described below)~~. If the Company is unable to complete a Business Combination bywithin ~~August~~the 5Combination Period, ~~2025.~~ the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), 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 Company’s Board of Directors, dissolve and liquidate, 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. As discussed below, the Company has extended the time to complete a Business Combination to August 5, 2027.

The Initial Shareholder have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.175 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business (except for the Company’s Independent Registered Public Accounting Firm), execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~The~~On ~~Initial~~August ~~Shareholders~~1, ~~have~~2023, ~~agreed~~at toits ~~waive their~~Extraordinary ~~liquidation~~General ~~rights with respect to~~ Meeting (the ~~Founder~~“2023 ~~Shares~~EGM”), if the Company’s ~~fails~~shareholders toapproved ~~complete~~ a ~~Business~~proposal ~~Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled~~ to ~~liquidating~~amend ~~distributions from~~and restate the ~~Trust Account with respect to such Public Shares if the~~ Company’s ~~fails to complete a Business Combination within the Combination~~Amended ~~Period.~~and InRestated ~~the~~Memorandum ~~event~~and ofArticles ~~such distribution, it is possible that the per share value~~ of ~~the~~Association ~~residual assets remaining available for distribution~~ (~~including~~the ~~Trust~~“Second ~~Account~~Charter ~~assets~~Amendment”) ~~will be only $10.00 per share initially held in the Trust Account. In order~~ to, ~~protect~~among ~~the~~other ~~amounts held in the Trust Account~~things, ~~the~~allow ~~Sponsor has agreed to be liable to~~ the Company ~~if and to the extent any claims by a vendor for services rendered~~ ~~or products sold~~ to ~~the~~extend ~~Company, or a prospective target business with which~~ the ~~Company~~Combination ~~has~~Period ~~discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect~~ to ~~any~~August ~~claims by a third party who executed a waiver of any right~~5, ~~title~~2024, ~~interest~~ or ~~claim~~up ~~of any kind in or~~ to ~~any~~27 ~~monies~~months ~~held~~from inits ~~the~~initial ~~Trust~~public ~~Account~~offering. orIn toconnection ~~any~~with ~~claims under~~ the ~~Company~~shareholders’s ~~indemnity~~vote ofat the ~~underwriters~~2023 ~~of the IPO against certain liabilities~~EGM, ~~including liabilities under the Securities Act of 1933~~18, ~~as amended (the “Securities Act”). Moreover~~003,605 inClass ~~the~~A ~~event~~ordinary ~~that~~shares anwith ~~executed~~redemption ~~waiver~~value isof ~~deemed to be unenforceable against a third party~~$190, ~~the~~703,967 ~~Sponsor~~were ~~will~~tendered ~~not be responsible to the extent of any liability~~ for ~~such~~redemption ~~third~~on ~~party~~August 1, ~~claims~~2023. The Company ~~will~~filed ~~seek to reduce~~ the ~~possibility that~~Second ~~the~~Charter ~~Sponsor~~Amendment ~~will~~with ~~have to indemnify~~ the ~~Trust~~Registrar ~~Account due to claims~~ of ~~creditors~~Corporate byAffairs ~~endeavoring~~at ~~to have all vendors, service providers, prospective target businesses or other entities with which~~ the ~~Company~~British ~~does~~Virgin ~~business,~~Islands ~~execute~~on ~~agreements with the Company waiving any~~August ~~right~~1, ~~title, interest or claim of any kind in or to monies held in the Trust Account~~2023.

OnPursuant ~~August~~to 1,a ~~2023,~~Share atExchange ~~its~~Agreement ~~Extraordinary General~~entered ~~Meeting~~by ofand between the ~~Shareholders~~Company (and the ~~“2023~~Sponsor ~~EGM”)~~dated December 7, 2023, the ~~Company’s~~Sponsor ~~shareholders~~has ~~approved~~transferred aand ~~proposal~~delivered to ~~amend~~the ~~and~~Company ~~restate the~~4,900,000 ~~Company’s~~Class ~~Amended~~B ~~and~~ordinary ~~Restated~~shares ~~Memorandum~~of ~~and~~the ~~Articles~~Company ofin ~~Association~~exchange ~~(the~~for ~~“Charter”) to~~4,900,000 ~~among~~Class ~~other~~A ~~things,~~ordinary ~~allow~~ shares of the Company ~~to extend~~ (the ~~date~~ by“Share ~~which~~Exchange”). The it4,900,000 ~~has~~Class toA ~~complete~~Shares aissued ~~business~~in ~~combination~~connection towith ~~August~~the 5,Share ~~2024,~~Exchange orare upsubject to 27the ~~months~~same ~~from~~restriction ~~its initial~~as ~~public~~applied ~~offering.~~to ~~In connection with~~ the ~~shareholders’~~Class B ~~vote~~Shares atbefore the ~~2023~~Share ~~EGM~~Exchange, 18including,~~003,605~~ ~~Class~~among Aother ~~ordinary~~things, ~~shares~~certain ~~were~~transfer ~~redeemed for $190~~restrictions,~~703,967.~~ ~~The~~waiver ~~Company~~of ~~filed~~redemption ~~the~~rights ~~Charter~~and ~~amendment~~the obligation ~~with~~to ~~the~~vote ~~Registrar~~in favor of ~~Corporate~~an ~~Affairs~~initial atbusiness combination as described in the ~~British~~prospectus ~~Virgin~~for ~~Islands~~the onCompany’s ~~August 1,~~initial ~~2023~~public offering.

OnFollowing ~~December 11, 2023,~~ the ~~Company~~Share ~~received a notice from Nasdaq~~Exchange, ~~stating~~there ~~that~~were ~~the Company’s listed securities failed to comply with the $50~~7,~~000~~196,~~000 market value of listed securities~~395 ~~requirement~~Class ~~for~~A ~~continued~~ordinary ~~listing~~shares ~~on the Nasdaq Global Market in accordance with Nasdaq Listing Rule 5450~~(~~b)(2)(A)~~1,996,395 ~~based upon the Company’s market value~~ of ~~listed~~which ~~securities~~were ~~for~~subject ~~the~~to 30possible ~~consecutive~~redemption) ~~business~~and ~~days~~100,000 ~~prior~~Class toB ~~the~~ordinary ~~date~~shares ofissued ~~the~~and ~~notice~~outstanding. As ~~Pursuant to~~ a ~~Share~~result ~~Exchange~~of ~~Agreement entered by and between~~ the ~~Company~~Share ~~and the Sponsor dated December 7~~Exchange, ~~2023,~~ the Sponsor ~~transferred~~held ~~and~~approximately ~~delivered~~68.1% ~~to the Company 4,900,000 Class B ordinary shares~~ of the Company’s inthen ~~exchange~~outstanding ~~for 4,900,000~~ Class A ordinary shares. The issuance of the ~~Company (the “Share Exchange”). The~~ 4,900,000 Class A ~~Shares~~ordinary ~~issued~~shares inhas ~~connection~~not ~~with~~been ~~the~~registered ~~Share~~under ~~Exchange are subject to~~ the ~~same~~Securities ~~restricted~~Act asof ~~applied to the Class B Shares before the Share Exchange~~1933, ~~including,~~as ~~among other things~~amended, ~~certain~~in ~~transfer restrictions, waiver of redemption rights and the obligation~~reliance toon ~~vote in favor of an initial business combination as described in~~ the ~~prospectus~~exemption ~~for~~from ~~the~~registration ~~Company’s~~provided ~~initial~~by ~~public~~Section ~~offering~~3(a)(9) thereof.

~~Immediately~~On ~~following~~July ~~the~~23, ~~Share Exchange~~2024, ~~there~~at its Extraordinary General ~~were~~Meeting 7(the “2024 EGM”),~~196,395~~ ~~Class~~the ACompany’s ~~ordinary~~shareholders ~~shares~~approved a proposal to amend and ~~100,000~~restate ~~Class~~the BCompany’s ~~ordinary~~amended and ~~shares~~restated ~~issued~~memorandum and ~~outstanding~~articles of association (the “Third Charter Amendment”) to allow the Company to extend the date by which it had to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering. ~~The~~In ~~issuance~~connection with ofthe shareholders’ vote at the 42024 EGM,~~900~~ 1,~~000~~608,417 Class A ordinary ~~shares~~with ~~has~~a ~~not~~redemption ~~been~~value ~~registered~~of ~~under~~$18,165,082.19 were tendered for redemption. Following the ~~Securities~~shareholder ~~Act~~approval, the Company filed the Third Charter Amendment with the British Virgin Islands Registrar of ~~1933,~~Corporate asAffairs. ~~amended,~~Pursuant into ~~reliance~~the Third Amended Charter which was effective on July 23, 2024, the ~~exemption~~Company ~~from~~had ~~registration~~up to 39 months from ~~provided~~its byinitial ~~Section~~public 3offering (ai.e., until August 5, 2025)~~(9)~~ ~~thereof~~to consummate an initial business combination.

On March 15, 2024, the Company received a letter (“Non-Compliance Letter”) from the Listing Qualifications Staff of Nasdaq stating that the Company no longer complies with Nasdaq’s continued listing rules on The Nasdaq Global Market due to the Company not having maintained a minimum of 400 public holders for continued listing, as required pursuant to Nasdaq Listing Rule 5450(a)(2). In accordance with the Nasdaq listing rules, the Company has 45 calendar days to submit a plan to regain compliance. On April 29, 2024, the Company submitted a compliance plan. On May 1, 2024, the Company received a letter from Nasdaq accepting the Company’s compliance plan. The Company was given an extension of up to September 11, 2024 to regain compliance with Rule 5450(a)(2).

On July 23, 2024, at its Extraordinary General Meeting of the Shareholders (the “2024 EGM”), the Company’s shareholders approved the proposal to amend and restate the Company’s Charter to allow the Company to extend the date by which it has to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering (the “Third Amended Charter”). The Company filed the Third Amended Charter with the Registrar of Corporate Affairs at the British Virgin Islands on July 23, 2024. In connection with the shareholders’ vote at the 2024 EGM, 1,608,417 Class A ordinary shares were redeemed for $18,165,082. Immediately after the redemption, there was approximately $4.38 million remaining in the Trust Account and Sponsor holds approximately 88.0% of the Company’s 5,687,978 outstanding ordinary shares.

On September 13, 2024, the Company received a letter (“Delisting Letter”) from the Listing Qualifications Staff of Nasdaq, which stated that the Company did not comply with the minimum 400 total shareholders requirement for continued listing on the Nasdaq Global Market, and had failed to regain compliance with Nasdaq Listing Rule 5450(a)(2) during the extension period which ended on September 11, 2024.

On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The Company’s Units, Class A ~~Ordinary~~ordinary ~~Shares~~shares, Warrants and Rights are now quoted on Over-the-Counter (OTC) markets under the symbols “ASUUF,” ASCBF,” “ASCWF” and “ASCRF,” respectively.

On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024 Note”). On July 14, 2025, the Sponsor agreed to loan the Company an aggregate of up to $152,000 to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note (the “July 2025 Note”). Both loans are non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. Both the 2024 Note and the July 2025 Note are convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor.

On July 15, 2025, the Company prepared and filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”). On July 16, 2025, the Company mailed the Information Statement to its shareholders. Each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins tendered their resignation as director of the Company, effective as of July 28, 2025, the tenth day after the mailing of the Information Statement (the “Effective Date”). There were no disagreements between the Company and each of Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins on matters related to the Company’s operations, policies or practices.

Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.

On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.

On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow the company to extend the date by which it has to consummate a business combination for an additional twenty-four (24) months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”).

As of July 2, 2025, the record date for the 2025 EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote. At the 2025 EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.7% of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business. The shareholders approved the Extension Amendment Proposal and the Target Amendment Proposal, and the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Fourth Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination.

In connection with the shareholders’ vote at the 2025 EGM, 344,384 Class A ordinary shares were redeemed for $4,078,485. Immediately after the redemption, there was approximately $516,277 remaining in the Trust Account and the Sponsor holds approximately 93.6% of the Company’s 5,343,594 outstanding ordinary shares.

On August 5, 2025, upon the approval of the Audit Committee of the Company’s Board of Directors, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accountants. On August 5, 2025, upon the termination of Marcum Asia as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged FundCertify CPA Professional Corporation as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, to re-audit the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, and to review the Company’s unaudited interim financial statements for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025.

On October 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The October 2025 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor.

On October 17, 2025, Mr. Ka Wo Chan resigned from the Board. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.

Going Concern Consideration

As of ~~September~~March 3031, ~~2024~~2025, the Company had cash of $7212,~~752~~598 and a working capital deficit of $~~168~~388,~~214~~123. As discussed in Note 5, on December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes. Subsequently as discussed in Note 10, on July 14, 2025 and October 17, 2025, the Sponsor agreed to loan the Company an additional $152,000 and $500,000, respectively, each pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

The Company has ~~until~~incurred ~~August~~and 5,expects ~~2025~~to continue to ~~consummate~~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~~business ~~Combination~~combination, for which it will require additional financing. ItThe Company currently has no commitments to receive such financing and there is ~~uncertain~~no assurance that the Company’s plans to raise capital will be ~~able~~successful. In addition, the Company has until August 5, 2027 to consummate a Business Combination ~~by this time~~. If a Business Combination is not consummated bywithin this ~~date~~time period (the “Combination Period”), ~~there~~the Company will betrigger aan automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5), however, the Sponsor is not obligated to make any such loans. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly held reporting 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 in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period (by August 5, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Risks and Uncertainties

~~The~~Various ~~Company~~social ~~continues~~and topolitical ~~evaluate~~circumstances ~~the impact of~~in the ~~COVID-19~~U.S. ~~pandemic~~ and ~~has~~around ~~concluded~~the ~~that~~world ~~while~~(including itrising istrade ~~reasonably~~tensions ~~possible~~between ~~that~~the ~~COVID-19~~U.S. ~~could~~and ~~have~~China, aand ~~negative~~other ~~effect~~uncertainties onregarding ~~the~~actual ~~Company’s~~and ~~search~~potential ~~for~~shifts ain ~~target~~the ~~company~~U.S. ~~for~~and aforeign, ~~Business Combination~~trade, ~~the~~economic ~~specific~~and ~~impact~~other ispolicies ~~not~~with ~~readily~~other ~~determinable~~countries), asmay ofcontribute ~~the~~to ~~date~~increased ~~of these unaudited~~market ~~condensed~~volatility ~~financial~~and ~~statements.~~economic ~~The~~uncertainties ~~unaudited~~or ~~condensed~~deterioration ~~financial~~in ~~statements do not include any adjustments that might result from~~ the ~~outcome~~ ofU.S. ~~this~~and ~~uncertainty~~worldwide.

~~Additionally,~~As as a result of ~~the~~these ~~military~~circumstances ~~action commenced in February 2022 by the Russian Federation~~ and ~~Belarus in~~ the ~~country~~ongoing of Russia/Ukraine ~~and related economic sanctions and the impact~~, ~~of armed conflict in~~ Hamas/Israel conflicts and/or ~~the~~other ~~Gaza~~future ~~Strip~~global ~~commenced in October 2023~~conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and ~~related~~potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results that may be expected through December 31, ~~2024~~ 2025 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company” as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

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

Use of Estimates

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

~~Investment~~Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $7212,~~752~~598 and $~~442~~140,~~147~~981 in cash as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. The Company did not have any cash equivalents as of ~~September~~March 3031, ~~2024~~2025 and ~~December~~ December 31, ~~2023~~2024.

Concentration of Credit Risk

Financial 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 Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) isare classified as a liability instrument and isare measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) isare classified as temporary equity. At all other times, ordinary shares are classified as ~~stockholders~~shareholders’ equity. The Company’s Class A ordinary shares subject to possible redemption feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. ~~Accordingly~~Given that the 20,000,000 Public Shares sold as part of ~~September~~the 30Units in the IPO were issued with other freestanding instruments (i.e., ~~2024~~rights and warrants), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. Accordingly, as of March 31, 2025 and December 31, ~~2023~~2024, Class A ordinary shares subject to possible redemption are presented at redemption value of $11.~~428~~ 682 and $1011.~~968~~561 per share, respectively, as temporary equity, outside of the shareholders’ equity section of the Company’s balance ~~sheet~~ sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. ~~Increases~~The accretion or ~~decreases~~remeasurement inis ~~the~~treated ~~carrying~~as ~~amount~~a ofdeemed ~~redeemable~~dividend (i.e., ~~ordinary~~a ~~shares~~reduction ~~are~~to ~~affected~~retained byearnings, ~~charges~~or ~~against additional paid~~ in ~~capital~~absence orof ~~accumulated~~retained ~~deficit~~earnings, if additional paid -in capital ~~equals to zero~~).

As of March 31, 2025 and December 31, 2024, the Class A ordinary shares reflected on the balance sheets are reconciled in the following table.

	Shares			Amount
Class A ordinary shares subject to possible redemption - December 31, 2022		20,000,000		$	206,356,227
Plus:
Remeasurement of carrying value to redemption value					6,243,425
Less:
Payment to redeemed shareholders		(18,003,605	)		(190,703,967	)
Class A ordinary shares subject to possible redemption- December 31, 2023		1,996,395			21,895,685
Plus:
Remeasurement of carrying value to redemption value					754,753
Less:
Payment to redeemed shareholders		(1,608,417	)		(18,165,082	)
Class A ordinary shares subject to possible redemption- December 31, 2024		387,978			4,485,356
Plus: Remeasurement of carrying value to redemption value					46,969
Class A ordinary shares subject to possible redemption- March 31, 2025		387,978		$	4,532,325

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7, the Company determined that upon further review of the warrant agreement, management concluded that the Public Warrants (as defined in Note 3) and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Share Rights

The Company accounts for the Public Rights and private placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values.

Convertible Promissory Note

The Company accounts for its convertible promissory notes in accordance with the guidance contained in ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) and recorded as debt (liability) on the balance sheet. The Company’s assessment of the embedded conversion feature (see Note 5 - Related Party Transactions) considers the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity. The conversion feature of the promissory note meets the definition of a derivative instrument. However, bifurcation of conversion feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as the promissory note is convertible into warrants which are considered indexed to the Company’s own stock and classified in shareholders’ equity.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of net income (loss) per redeemable share and net income (loss) per non-redeemable share following the two-class method of net income per share. In order to determine ~~the~~ the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed net income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed net income (loss) is calculated ~~using~~ using the total net loss less any dividends paid. The Company then allocated the undistributed net 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. As of September 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The calculation of diluted net income (loss) per ordinary share ~~presented~~does not consider the effect of the warrants and rights issued in connection with the IPO and Private Placement since the exercise of the warrants ~~unaudited~~and ~~condensed~~conversion ~~statement~~of the rights are contingent upon the occurrence of ~~operations~~future events. Additionally, the calculation does not consider the effect of the conversion feature in the Promissory Note as the conversion of the note is ~~based~~also contingent on future events. As of March 31, 2025 and 2024, the ~~following:~~Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period presented.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	(64,743	)	$	997,013		$	215,882		$	5,270,578
Remeasurement of ordinary shares to redemption value		(128,982	)		(1,279,967	)		(703,378	)		(5,955,979	)
Net loss including remeasurement of ordinary shares to redemption value	$	(193,725	)	$	(282,954	)	$	(487,496	)	$	(685,401	)

The net (loss) income per share presented in the statement of operations is based on the following:

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024						2023
	2025			2024
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
Net (loss) income	$	(60,743	)	$	142,345
Basic and diluted net income (loss) per ordinary share
Accretion of ordinary shares to redemption value		(46,969	)		(285,612	)
Numerator:
Net loss including accretion of ordinary shares to redemption value	$	(107,712	)	$	(143,267	)
Allocation of net loss	$	(27,987	)	$	(165,738	)	$	(172,348	)	$	(110,606	)
Remeasurement of ordinary shares subject to possible redemption to redemption value		128,982			—			1,279,967			—
Allocation of net income (loss)	$	100,995		$	(165,738	)	$	1,107,619		$	(110,606	)
Denominator:
Basic and diluted weighted average shares outstanding		894,979			5,300,000			1,996,395			5,300,000
Basic and diluted net income (loss) per ordinary share	$	0.11		$	(0.03	)	$	0.13		$	(0.02	)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024						2023
	2025						2024
	Redeemable shares			Non-redeemable shares			Redeemable shares			Non-redeemable shares
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(~~133~~7,~~386~~347	)	$	(~~354~~100,~~110~~365	)	$	(~~515~~39,200	)	$	(~~170~~104,~~201~~067	)
Remeasurement of ordinary shares subject to possible redemption to redemption value		703,378			—			5,955,979			—
Accretion of ordinary shares subject to possible redemption to redemption value		46,969			—			285,612			—
Allocation of net income (loss)	$	~~569~~39,~~992~~622		$	(~~354~~100,~~110~~365	)		5246,~~440,779~~412			(~~170~~104,~~201~~067	)
Denominator:
Basic and diluted weighted average shares outstanding		1387,~~996,395~~978			5,300,000			161,~~043~~996,~~164~~395			5,300,000
Basic and diluted net income (loss) per ordinary share	$	0.2910		$	(0.0702	)	$	0.3412		$	(0.0302	)

Income Taxes

The Company ~~complies~~follows ~~with~~ the ~~accounting~~asset and ~~reporting requirements~~liability method of accounting for income taxes under FASB ASC 740, “Income Taxes,.” ~~(“ASC~~Deferred ~~740”)~~tax ~~which~~assets ~~requires~~and anliabilities ~~asset~~are ~~and~~recognized ~~liability~~for the ~~approach~~estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets ~~accounting~~and liabilities and ~~reporting~~their ~~for~~respective ~~income~~tax ~~taxes~~bases. Deferred ~~income~~ tax assets and liabilities are ~~computed~~measured ~~for~~using ~~differences~~enacted ~~between~~tax ~~the~~rates ~~financial~~expected to apply ~~statement~~to ~~and~~taxable ~~tax~~income ~~bases~~in ofthe ~~assets~~years ~~and~~in ~~liabilities~~which ~~that~~those ~~will~~temporary ~~result~~differences inare ~~future~~expected ~~taxable~~to be recovered or ~~deductible~~settled. ~~amounts,~~The ~~based~~effect on ~~enacted~~deferred tax ~~laws~~ assets and ~~rates~~liabilities ~~applicable~~of toa ~~the~~change ~~periods~~in tax rates is recognized in ~~which~~income in the ~~differences~~period ~~are~~that ~~expected~~included tothe ~~affect~~enactment ~~taxable income~~date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s ~~recognizes~~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. ~~There~~As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties ~~as of September 30, 2024~~. The Company’s ~~management determined that the British Virgin Islands~~ is ~~the~~currently ~~Company’s only major tax jurisdiction. The Company is~~ not ~~currently~~ aware of any issues ~~under~~ under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the British Virgin Islands. In accordance with British Virgin Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The 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 Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” (“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company isadopted ~~currently~~ASU ~~assessing~~2023-09 ~~the~~as January ~~impact~~1, if2025; ~~any,~~the ~~that~~adoption ~~ASU~~of ~~2023-09~~this ~~would~~guidance ~~have~~did onnot ~~its~~impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Note 3 – Initial Public Offering

Pursuant to the IPO on May 5, 2022, the Company sold 20,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, one-half of one redeemable warrant (“Public Warrant”), and one right to receive one-tenth (1/10) of one Class A ordinary share at the closing of the Company’s Business Combination (“Public Right”).

All of the 20,000,000 Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. If it is probable that the equity instrument will become redeemable, the Company has the option to either 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 to 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 immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

As of September 30, 2024 and December 31, 2023, the Class A Ordinary share reflected on the balance sheet are reconciled in the following table.

Gross proceeds from IPO	$	200,000,000
Less:
Proceeds allocated to Public Warrants and Public Rights		(15,500,000	)
Proceeds allocate to over-allotment liability		(67,450	)
Class A ordinary shares issuance cost		(12,109,127	)
Plus:
Remeasurement of carrying value to redemption value		34,032,804
Class A ordinary shares subject to possible redemption - December 31, 2022		206,356,227
Plus:
Remeasurement of carrying value to redemption value		6,243,425
Less:
Payment to redeemed shareholders		(190,703,967	)
Class A ordinary shares subject to possible redemption- December 31, 2023		21,895,685
Plus:
Remeasurement of carrying value to redemption value		703,378
Less:
Payment to redeemed shareholders		(18,165,082	)
Class A ordinary shares subject to possible redemption- September 30, 2024	$	4,433,981

Note 4 – Private Placement Warrants

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,966,000. The Private Placement Warrants are identical to the Public Warrants sold in the IPO, except with respect to certain registration rights and transfer restrictions. The proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will expire worthless.

Note 5 – Related Party Transactions

Founder Shares

On June 28, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B Ordinary Shares, with no par value (“Class B Ordinary Shares”) for an aggregate price of $25,000. On March 24, 2022, the Company cancelled 431,250 of such ~~Founder~~founder ~~Shares~~shares for no consideration, resulting in 5,318,750 ~~Founder~~founder ~~Shares~~shares remaining outstanding (of which an aggregate of up to 693,750 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter).

The Initial Shareholders have agreed to forfeit up to 693,750 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the IPO. As a result of the underwriter’s partial exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ordinary share were forfeited for no consideration on May 6, 2022.

Pursuant to a Share Exchange Agreement entered by and between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 ~~Class~~ Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The 4,900,000 Class A Shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B Shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering.

Immediately following the Share Exchange, there were 7,196,395 Class A ordinary shares and 100,000 Class B ordinary shares issued and outstanding. The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

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.

The Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note - Related Party

On ~~July~~December 89, ~~2021~~2024, the Sponsor agreed to loan ~~the~~ the Company an aggregate of up to $~~400~~160,000 to cover various expenses ~~related~~of to the ~~IPO~~Company ~~pursuant~~and tofor aworking ~~promissory~~capital ~~note~~purposes (pursuant to the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the ~~earlier~~Company ofconsummates ~~March~~an ~~31,~~initial ~~2022~~business combination. orThe 2024 Note is convertible into warrants having the ~~completion~~same ofterms and conditions as the ~~IPO.~~Private ~~The~~Warrants, ~~amount~~at ~~was~~the ~~subsequently~~price ~~repaid~~of on$1.00 ~~May~~per 10warrant, ~~2022~~at the option of the Sponsor. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there ~~were~~was no$157,838 ~~borrowings~~ outstanding under the 2024 Note.

Working Capital Loans

In order to finance transaction costs in connection with a 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 a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,150,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were no Working Capital Loans outstanding.

Note 6 – Commitments & Contingencies

Registration & Shareholder Rights

The holders of the Founder Shares, the Private Placement Warrants, and any warrants that may be issued in payment of Working Capital Loans (and all underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and securities issued in payment of Working Capital Loans can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. 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 IPO and may not exercise its demand rights on more than one occasion. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted Maxim, the representative of the underwriters a 45-day option from the date of the IPO to purchase up to 2,775,000 additional Units to cover over-allotments, if any, at IPO price less the underwriting discounts and commissions. On May 5, 2022, simultaneously with the closing of the IPO, the underwriter partially exercised its over-allotment option to purchase 1,500,000 Units, generating gross proceeds to the Company of $15,000,000. The remaining amount of the over-allotment option expired unexercised.

The underwriters were paid a cash underwriting discount of $0.169 per unit, or $ 3,380,000 (including the partial exercise of over-allotment option) upon the closing of the IPO. In addition, the underwriters will be entitled to a deferred commission of $0.35 per unit, or $7,000,000 (including the over-allotment of 1,500,000 units), which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Representative’s Class A Ordinary Shares

The Company issued to Maxim and/or its designees, 300,000 Class A ordinary shares including 22,500 shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.

The 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 this offering 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 registration statement of which this prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part except to any underwriter and selected dealer participating in the offering and their officers, partners, registered persons or affiliates.

The representative’s ordinary shares ~~are~~were measured at fair value upon the issue date. ~~The~~at Company used both Monte Carlo model and Probability-Weighted Expected Return Method that values the representative shares. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares of approximately $2,202,589 or $7.34 per share.

~~Note 7–Shareholders’ Deficit~~13

Note 7—Shareholders’ Deficit

Ordinary shares

Preference shares—The Company is authorized to issue 1,000,000 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were no ~~shares~~ shares of preference shares issued or outstanding.

Class A ~~Ordinary~~ ordinary shares—The Company is authorized to issue 500,000,000 shares of Class A ~~Ordinary~~ordinary shares with no par value. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were 5,200,000 shares of Class A ~~Ordinary~~ordinary ~~Shares~~shares outstanding (excluding 387,978 shares ~~and 1,996,395 shares~~ subject to possible redemption~~, respectively~~).

Class B ~~Ordinary~~ordinary shares—The Company is authorized to issue 50,000,000 shares of Class B ~~Ordinary~~ordinary shares with no par value. Holders of Class B Ordinary shares are entitled to one vote for each share. On March 24, 2022, the Company ~~cancelled~~canceled 431,250 of such ~~Founder~~founder ~~Shares~~shares for no consideration, resulting in 5,318,750 ~~Founder~~founder ~~Shares~~shares remaining outstanding (of which an aggregate of up to 693,750 shares are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter). As a result of the underwriter’s partial exercise of the over-allotment option on May 5, 2022, 318,750 shares of Class B ~~Ordinary~~ordinary share were forfeited for no consideration on May 6, 2022.

On December 7, 2023, 4,900,000 Class B ~~Ordinary~~ordinary shares were exchanged for 4,900,000 Class A Ordinary shares of the Company (the “Share Exchange”) pursuant to a Share Exchange Agreement between the Company and the Sponsor. The 4,900,000 Class A ordinary shares issued in connection with the Share Exchange are subject to the same restricted as applied to the Class B ordinary shares before the Share Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. ~~As a result of the Share Exchange, the Sponsor holds approximately 68.1% of the Company’s then outstanding Class A Ordinary shares.~~

15As of March 31, 2025 and December 31, 2024, there were 100,000 Class B ordinary shares issued and outstanding.

AsHolders of ~~September~~Class ~~30,~~A ~~2024~~ordinary shares and ~~December~~Class ~~31, 2023,~~B ~~there~~ordinary ~~were~~shares ~~5,587,978~~will ~~and~~vote ~~7,196,395~~together ~~Class~~as Aa ~~Ordinary~~single ~~shares,~~class ~~and~~on ~~100,000~~all ~~and~~other ~~100,000~~matters ~~Class~~submitted Bto ~~Ordinary~~a ~~shares,~~vote ~~respectively,~~of ~~issued~~stockholders ~~and outstanding~~except as required by law.

~~Holders~~The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ~~Ordinary~~ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into ~~Ordinary~~Class A ordinary shares will ~~vote~~be ~~together~~adjusted as(unless the holders of a ~~single~~majority ~~class~~of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all ~~other~~ordinary ~~matters~~shares ~~submitted~~outstanding upon the completion of the IPO (excluding the Private Placement Warrants purchased by the Sponsor) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to aconvert ~~vote~~their Class B Ordinary shares into an equal number of ~~stockholders~~shares ~~except~~of Class A Ordinary shares, subject to adjustment as ~~required~~provided byabove, ~~law~~at any time.

~~The~~Warrants— ~~Class~~As Bof ~~Ordinary~~March ~~shares will automatically~~31, ~~convert~~2025 ~~into~~and ~~Class~~December A31, ~~Ordinary~~2024, ~~shares~~there atwere 18,965,989 ~~the~~warrants ~~time~~outstanding, 9,999,989 of which are publicly traded for both periods. Each whole warrant entitles the ~~initial~~holder ~~Business~~to ~~Combination~~purchase onone Class A ordinary share at a ~~one-for-one~~price ~~basis~~of $11.50 per share, subject to adjustment. Inas ~~the~~discussed ~~case~~below. ~~that~~No ~~additional~~fractional ~~Class~~warrants Awill ~~Ordinary~~be ~~Shares,~~issued orupon ~~equity-linked~~separation ~~securities,~~of ~~are~~the ~~issued~~Units orand ~~deemed~~only ~~issued~~whole inwarrants ~~excess~~will oftrade. ~~the~~The ~~amounts~~Public ~~offered~~Warrants inand the ~~Proposed~~Private Placement warrants are being accounted for as equity-classified instruments The Public ~~Offering~~Warrants ~~and~~will ~~related~~become toexercisable on the ~~closing~~later of the ~~initial~~completion of a Business Combination, ~~the~~and ~~ratio~~twelve atmonths ~~which~~from ~~Class~~the Beffective ~~Ordinary~~date ~~shares shall~~of ~~convert~~the ~~into~~IPO ~~Class~~registration Astatement. No ~~Ordinary~~warrants ~~Shares~~ will be ~~adjusted~~exercisable (for cash unless the ~~holders~~Company ofhas aan ~~majority~~effective ofand ~~the~~current ~~outstanding~~registration ~~Class~~statement Bcovering ~~Ordinary~~the ~~shares~~ordinary ~~agree~~shares toissuable ~~waive~~upon ~~such~~exercise ~~adjustment~~of ~~with~~the ~~respect~~Warrants toand ~~any~~a ~~such~~current ~~issuance~~prospectus orrelating ~~deemed~~to ~~issuance)~~such soordinary ~~that~~shares. Notwithstanding the ~~number~~foregoing, if ofa ~~shares~~registration ofstatement covering the Class A ~~Ordinary~~ ordinary shares issuable upon ~~conversion~~exercise of ~~all~~the ~~Class~~Public BWarrants ~~Ordinary~~is ~~shares~~not ~~will~~effective ~~equal,~~within a inspecified period following the ~~aggregate,~~consummation onof ana ~~as-converted~~Business ~~basis~~Combination, ~~20.0%~~warrant ofholders ~~the~~may, ~~sum of~~until ~~the~~such ~~total~~time ~~number~~as ofthere ~~all~~is ~~Ordinary~~an ~~Shares~~effective registration ~~outstanding~~statement ~~upon~~and ~~the~~during ~~completion~~any ofperiod when the ~~IPO~~Company ~~(excluding~~shall ~~the~~have ~~Private~~failed ~~Placement~~to ~~Warrants~~maintain ~~purchased by~~an ~~the~~effective ~~Sponsor)~~registration ~~plus~~statement, ~~all~~exercise Pubic ~~Class~~Warrants Aon ~~Ordinary~~a ~~shares~~cashless ~~and~~basis ~~equity-linked~~pursuant ~~securities~~to ~~issued~~the orexemption ~~deemed~~provided ~~issued~~by inSection ~~connection~~3(a)(9) ~~with~~of the ~~initial~~Securities ~~Business~~Act, provided that such exemption ~~Combination~~is available. ~~Holders~~If ofthat ~~Founder~~exemption, ~~Shares~~or ~~may~~another ~~also~~exemption, ~~elect~~is not available, holders will not be able to ~~convert~~exercise their ~~Class~~Public BWarrants ~~Ordinary~~on a ~~shares~~cashless ~~into~~basis. anThe ~~equal~~Public ~~number~~Warrants ofwill ~~shares~~expire offive ~~Class A~~years ~~Ordinary~~after ~~shares,~~the ~~subject~~completion toof ~~adjustment~~a asBusiness ~~provided~~Combination ~~above,~~or atearlier ~~any~~upon ~~time~~redemption or liquidation.

Warrants— Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Company will account for the Private Placement Warrants as equity instruments. The Public Warrants will become exercisable on the later of the completion of a Business Combination and twelve months from the effective date of this registration statement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Pubic Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. There were 9,999,989 Public Warrants outstanding as of September 30, 2024 and December 31, 2023.14

Redemption of warrants when the price per ordinary shares equals or exceeds $16.50.

Once the Warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

in whole and not in part;

●

at a price of $0.01 per Warrant;

●

upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and

●

if, and only if, the last reported sale price (the “closing price”) of our ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share splits, share capitalization, share dividends, reorganizations, recapitalizations and the like. However, the Warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless.

In addition, if the Company issues additional Class A ~~Ordinary~~ordinary ~~Shares~~shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ~~Ordinary~~ordinary ~~Shares~~shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $16.50 share redemption trigger price described below under “Description of Securities — Redeemable Warrants” will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants ~~will~~are be identical to to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and ~~the~~ the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Rights— As of March 31, 2025 and December 31, 2024, there were 20,000,000 rights outstanding, 19,969,687 of which were publicly traded. Except in cases where ~~the~~ the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one Class A ordinary share upon consummation of a Business Combination, even if the holder of a Public Right converted all shares ~~held~~ held by him, her or it in connection with a Business Combination or an amendment to the Company’s Certificate of Incorporation with ~~respect~~ respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one Class A ordinary share underlying each Public Right upon consummation of the Business Combination. No additional ~~consideration~~ consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional Class A ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). 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 Public 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 ordinary shares basis.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire and become worthless. There were 20,000,000 Public Rights outstanding as of September 30, 2024 and December 31, 2023.15

17The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the British Virgin Islands General Corporation Law. As a result, the holders of the Public Rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Rights will not receive any of such funds with respect to their Public Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Rights, and the Public Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Public Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire and become worthless.

Note 8 – —Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	September 30,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	March 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
	2025		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities held in Trust Account	$	4,433,981	$	4,433,981		—		—
Investments held in Trust Account	$	4,532,325	$	4,532,325		—		—

	December 31,		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
	2024		(Level 1)		(Level 2)		(Level 3)
Assets
Marketable securities held in Trust account	$	21,895,685	$	21,895,685		—		—
Investments held in Trust account	$	4,485,356	$	4,485,356		—		—

~~The~~Note ~~following~~9 ~~table~~– ~~presents~~Segment information about the Company’s equity instrument that are measured at fair value on a non-recurring basis as of May 5, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:Information

	May 5,
	2022		Level
Equity instrument:
Representative shares	$	2,202,589	3

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements 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 financial statements using the retrospective method of adoption.

The Company used several models (i.e., Monte Carlo, PWERM and Finnerty) to value the Representative Shares granted to Maxim. Key inputs into the Monte Carlo model were (i) risk-free rate of 2.14%, (ii) volatility of 2.1%, (iii) estimated term of 1.10 years, resulting in the fair value of the 300,000 representative shares being approximately $2,202,589 or $7.34 per share.16

~~Note~~The 9Company’s –chief ~~Subsequent~~operating ~~Events~~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. The Company’s CODM does not review assets by segment in her evaluation and therefore assets by segment are not disclosed below.

InWhen ~~accordance~~evaluating ~~with ASC 855, “Subsequent Events”,~~ the Company’s ~~evaluated subsequent events~~ performance and ~~transactions~~making ~~that~~key ~~occurred~~decisions ~~after~~regarding ~~the~~resource ~~balance~~allocation ~~sheet date up to~~ the ~~date~~CODM ~~that the~~reviews ~~unaudited~~several ~~condensed~~key ~~financial statement was issued. Based on this review~~metrics, ~~the~~which ~~Company~~include ~~did not identify any subsequent events that would have required adjustment or disclosure in~~ the ~~unaudited condensed financial statement.~~following:

	For the Three Months Ended March 31, 2025		For the Three Months Ended March 31, 2024
General and administrative expenses	$	108,778	$	148,651
Interest earned on investments held in Trust Account	$	46,969	$	285,612

The key measures of segment profit or loss reviewed by our CODM are interest earned on investments in Trust Account and general and administrative expenses. The CODM reviews interest earned on investments in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investments with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses include insurance expenses, Nasdaq listing expenses, trust service expenses, accounting expenses, printing expenses, and regulatory filing fees, none of which are deemed to be significant segment expenses and are reviewed in aggregate to ensure alignment with budget and contractual obligations.

Note 10 – Subsequent Events

In accordance with ASC 855, “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 statement was issued. Based on 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 statement.

On July 14, 2025, the Sponsor agreed to loan the Company an aggregate of up to $152,000 to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note (the “July 2025 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The July 2025 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor.

On October 17, 2025, Mr. Ka Wo Chan resigned from the Board. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.

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

References to the “Company,” “~~our~~ASCB,” “our,” “us” or “we” refer to A SPAC II Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding 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, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated in the British Virgin Islands as a business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). We have not yet selected any specific Business Combination target. We intend to effectuate our initial Business Combination using cash from the proceeds of the initial public offering (the “IPO”) and the private placement of the private placement warrants (the “Private Placement”), the proceeds of the sale of our securities in connection with our initial Business Combination, our shares, debt or a combination of cash, stock and debt.

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 Combination will be successful.

Recent Developments

On July 23, 2024, at its extraordinary general meeting of the shareholders (the “2024 EGM”), the Company’s shareholders approved the proposal to amend and restate the Company’s Charter to allow the Company to extend the date by which it has to complete a business combination to August 5, 2025, or up to 39 months from its initial public offering (the “Third Amended Charter”). The Company filed the Third Amended Charter with the Registrar of Corporate Affairs at the British Virgin Islands on July 23, 2024. In connection with the shareholders’ vote at the EGM, 1,608,417 Class A ordinary shares were redeemed for $18,165,082. Immediately after the redemption, there was approximately $4.38 million remaining in the Trust Account and Sponsor holds approximately 88.0% of the Company’s 5,687,978 outstanding ordinary shares.

On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq. The securities are now quoted Over-the-Counter market.

~~Results~~On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of ~~Operations~~up to $160,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The 2024 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. As of March 31, 2025 and December 31, 2024, we had $157,838 outstanding under the 2024 Note.

WeOn ~~have~~July ~~neither~~14, ~~engaged~~2025, inthe ~~any~~Sponsor ~~operations~~agreed ~~nor generated any operating revenues~~ to ~~date.~~loan ~~Our~~the Company ~~only~~an ~~activities~~aggregate ~~from~~of ~~inception~~up ~~June~~to 28$152,000 ~~2021~~to ~~(inception)~~pay ~~through~~for ~~September~~various ~~30,~~expenses ~~2024~~of ~~were organizational~~the ~~activities~~Company and ~~those~~for ~~necessary~~working tocapital ~~prepare~~purposes ~~for,~~pursuant ~~and~~to ~~consummate,~~an unsecured promissory note (the ~~IPO~~“July 2025 Note”). ~~Following~~This ~~our~~loan ~~IPO,~~is ~~our~~non-interest ~~only~~bearing ~~activities~~and ~~have~~payable ~~been seeking~~no alater ~~target~~than ~~business~~the ~~with~~date on which tothe Company ~~complete~~consummates aan initial business combination. WeThe doJuly ~~not~~2025 ~~expect~~Note tois ~~generate~~convertible ~~any~~into ~~operating~~warrants ~~revenue~~having ~~until~~the ~~after~~same terms and conditions as the ~~completion~~Public Warrants, at the price of ~~our~~$1.00 ~~initial~~per ~~Business~~warrant, ~~Combination~~at the option of the Sponsor.

The Company designated Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao to fill the four (4) vacancies left by Malcolm F. MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins, which became effective as of July 28, 2025. Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.

On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional twenty-four (24) months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”).

After having obtained the requisite shareholders’ vote for all the proposals at the 2025 EGM, on July 30, 2025, the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands. Pursuant to the Fourth Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination.

In connection with the shareholders’ vote at the 2025 EGM, 344,384 Class A ordinary shares were redeemed for approximately $4,078,485.

On October 17, 2025, Mr. Ka Wo Chan resigned from the Board. Mr. Chan’s resignation was not as a result of any disagreement with the Company or the Board.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception June 28, 2021 (inception) through March 31, 2025 were organizational activities and those necessary to prepare for, and consummate, the IPO. Following our IPO, our only activities have been seeking a target business with which to complete a business combination. We do not expect to generate any operating revenue until after the completion of our initial Business Combination, at the earliest.

We expect to continue to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect that we will continue to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2024, we had a net loss of $64,743, which consisted of general and administrative expenses of $195,662 , offset by interest income of $130,919. For the nine months ended September 30, 2024, we had a net income of $215,882, which consisted of general and administrative expenses of $497,763, offset by interest income $713,645.20

For the three months ended ~~September~~March 3031, ~~2023~~2025, we we had a net ~~income~~loss of $~~997~~60,~~013~~743, which consisted of general and administrative expenses of $~~291~~108,~~401~~778, offset by interest income of $148,~~288,414~~035. ~~For the nine months ended September 30, 2023, we had a net income of $5,270,578, which consisted of general and administrative expenses of $713,350, offset by interest income $5,983,928.~~

For the three months ended March 31, 2024, we had a net income of $142,345, which consisted of general and administrative expenses of $148,651, offset by interest income of $290,996.

Liquidity and Capital Resources

As previously disclosed on a Current Report on Form 8-K filed on May 6, 2022, the Company consummated the IPO of 20,000,000 units (the “Units”) which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one ordinary share (“Ordinary Share”), one-half of one redeemable warrant (“Warrant”) entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one right (“Right”) to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

Simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. The Private Placement Warrants are identical to the ~~public~~Public ~~warrants~~Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.

On May 5, 2022, a total of $203,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders. We intend to use substantially all of the funds held in the Trust Account, to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a Business Combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024 and 2023~~2025, cash used in operating activities was $~~369~~128,~~395~~383. ~~and~~Net loss of $~~531~~60,~~706~~743 was affected by interest earned on investment held in the Trust Account of $46,969. ~~respectively~~Changes in operating assets and liabilities used $20,671 of cash for operating activities.

AsFor ofthe ~~September~~three 30months ended March 31, 2024, ~~we had marketable securities~~cash ~~held~~used in ~~the~~operating ~~Trust~~activities ~~Account~~was of $4189,~~433,981 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less~~709. ~~Interest~~Net income onof ~~the~~$142,345 ~~balance~~was inaffected ~~the Trust Account may be used~~ by us ~~to pay taxes. Through September 30, 2024, we did not withdraw any~~ interest earned on ~~the~~investment ~~Trust Account to pay our taxes. 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~~of ~~taxes payable)~~$285,612. toChanges ~~acquire~~in aoperating ~~target~~assets ~~business~~ and toliabilities ~~pay our expenses relating thereto. To the extent that our capital stock is~~ used in ~~whole or in part as consideration to effect a business combination~~$46,442 ~~the remaining funds held in the Trust Account will be used as working capital to finance the operations~~ of ~~the~~cash ~~target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations,~~ for ~~strategic acquisitions and for marketing, research and development of existing or new products or services. Such funds could also be used to repay any~~ operating ~~expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses~~activities.

20As of March 31, 2025, we had marketable securities held in the Trust Account of $4,532,325 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through March 31, 2025, we did not withdraw any interest earned on the Trust Account to pay our taxes. 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 taxes payable), to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the Trust Account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products or services. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of September 30, 2024, we had cash of $72,752 outside the Trust Account. Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the 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 consummation of our Business Combination, in which case, subject to compliance with applicable securities laws, we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of September 30, 2024, the Company had cash of $72,752 and working capital deficit of $168,214. Pursuant to the Company’s Third Amended and Restated Memorandum and Articles of Association, the Company has until August 5, 2025 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination within this time period (the “Combination Period”). If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans (see Note 5). In addition, if the Company is unable to complete a business combination within the Combination Period (by August 5, 2025), the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. As a result, management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

As of March 31, 2025, we had cash of $12,598 outside the Trust Account. Until consummation of the Business Combination, we intend to use the funds held outside the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

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 business combination. In this event, our officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us upon consummation of the business combination. 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. The terms of such loans by our initial shareholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes. On July 14, 2025 and October 17, 2025, the Sponsor agreed to loan the Company an additional $152,000 and $500,000, respectively, each pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

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 consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of March 31, 2025, the Company had cash of $12,598 and working capital of $388,123. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination, for which it will require additional financing. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until August 5, 2027 to consummate a Business Combination. If a Business Combination is not consummated within this time period (the “Combination Period”), 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. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5). There is no assurance that the Company’s plans to consummate a business combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of ~~September~~March 3031, ~~2024~~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

As of ~~September~~March 3031, ~~2024,~~2025 we did 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 ~~Founder~~founder ~~Shares~~shares, private placement warrants, shares being issued to the underwriters and warrants 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 that required the Company to register such securities for resale (in the case of the ~~Founder~~founder ~~Shares~~shares, only after conversion to our Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $7,000,000 (i.e., 3.5% of the gross proceeds of the IPO and over-allotment). The deferred fee will be payable in cash to the underwriters solely in the event that we complete a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Representative’s Ordinary Shares

The Company issued to the underwriters and/or its designees, 300,000 Class A ordinary shares including 22,500 ordinary shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.

Promissory Notes

On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note (the “2024 Note”). This loan is non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. The 2024 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor. The proceeds of the 2024 Note will be used to pay various expenses of the Company and for working capital purposes. As of March 31, 2025, there was $157,838 outstanding under the 2024 Note.

On July 14, 2025, the Sponsor agreed to loan the Company an aggregate of up to $152,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “July 2025 Note”). On October 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”). Both July 2025 Note and October 2025 Note are non-interest bearing and payable no later than the date on which the Company consummates an initial business combination. Both the July 2025 Note and the October 2025 Note are convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor.

Critical Accounting Estimates

We prepare our ~~unaudited condensed~~ financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of ~~the unaudited condensed~~ financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. of Wecontingent ~~base~~assets ~~our estimates on historical experience~~ and onliabilities ~~various~~at ~~other~~the ~~assumptions~~date ~~that~~of wethe ~~believe to~~financial bestatements ~~reasonable~~and ~~under~~ the ~~circumstances.~~reported ~~Actual~~expenses ~~results~~during ~~could differ significantly from~~ the ~~estimates~~reporting ~~made by our management~~period. ~~We have not identified any critical accounting estimates.~~

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from the estimates made by our management. We have not identified any critical accounting estimates.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting ~~pronouncements~~standards, if currently adopted, would have a material effect on the ~~Company’s~~accompanying ~~unaudited condensed~~ financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As smaller reporting company, we are not required to make disclosures under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025, pursuant to Rule 15d-15(e) under the Exchange Act. ~~Based~~ Based upon that evaluation ~~and the fact that management’s report on internal control over financial reporting was inadvertently omitted from Item 9A of the Original Form 10-K~~, our Certifying Officers concluded that, as of ~~September~~March 3031, ~~2024~~2025, our disclosure controls and procedures were ~~not~~ effective.

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

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.

2324

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We may be subject to legal proceedings, investigations and claims or other contingencies 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 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 a smaller reporting company, we are not required to make disclosures under this Item. However, in addition to the risk factors disclosed in our final prospectus filed with the SEC on May 3, 2022 and our Annual Report on Form 10-K for the year ended December 31, 2023, the Company has identified the below-listed additional risk factors.

On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq and our securities are now quoted over-the-counter (“OTC”) market. This could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq.

Our securities are currently quoted on the over-the-counter market. As a result, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our Class A ordinary shares is a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

Currently our securities are not eligible for proprietary broker-dealer quotations. All quotes will reflect unsolicited customer orders and, as a result, we expect any trading to involve a higher risk of wider spreads, increased volatility, and price dislocations and a general illiquid trading environment. Proprietary broker-dealer quotations may not commence until an initial review by a broker-dealer under the SEC’s Rule 15c2-11 which would enable brokers to publish competing quotes and provide continuous market making. No assurance can be provided that a liquid trading market will develop even if market makers begin proprietary quotations and thus we expect investors will experience difficulty in trading our securities.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because they have been delisted, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities. This state level regulation introduces additional compliance requirements for brokers to consider making markets in our securities and will further negatively impact any trading liquidity in our securities. Federal statute allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, the states can regulate or bar the sale of securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Since our securities are no longer listed on the Nasdaq, our securities are not covered securities and we are subject to regulation in each state in which we offer our securities, including in connection with our initial business combination if our securities are not listed on an exchange prior to an initial business combination.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

The registration statement (the “Registration Statement”) for our IPO was declared effective on May 2, 2022. As previously disclosed on a Current Report on Form 8-K dated May 6, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units which includes the partial exercise of the over-allotment option granted to the underwriters. Each Unit consists of one Ordinary Share, one-half of one redeemable Warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per full share and one Right to receive one-tenth of one Ordinary Share upon the consummation of an initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

As previously disclosed on a Current Report on Form 8-K dated May 6, 2022, on May 5, 2022, simultaneously with the closing of the IPO, the Company consummated the Private Placement with the Company’s Sponsor of 8,966,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $8,966,000. The Private Placement Warrants are identical to the ~~public~~Public ~~warrants~~Warrants sold in the IPO, as set forth in the Underwriting Agreement, except as described in the Warrant Agreement.

As of May 5, 2022, a total of $203,500,000 ($10.175 per Unit) of the net proceeds from the IPO and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

We paid a total of approximately $3,380,000 in underwriting fees and commissions (not including the 3.5% deferred underwriting commission payable at the consummation of the initial Business Combination) and approximately $567,629 for other costs and expenses related to our formation and the IPO.

Pursuant to a Share Exchange Agreement between the Company and the Sponsor dated December 7, 2023, the Sponsor has transferred and delivered to the Company 4,900,000 Class B ordinary shares of the Company in exchange for 4,900,000 Class A ordinary shares of the Company (the “Share Exchange”). The issuance of the 4,900,000 Class A ordinary shares has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
31.1		Certification of Chief Executive Officer, Chief Financial Officer and Chairperson (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer, Chief Financial Officer and Chairperson (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer and Treasurer (Principal Financial and Accounting 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* Furnished herewith. 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2024	A SPAC II ACQUISITION CORP.
Dated: November 4, 2025	A SPAC II ACQUISITION CORP.
	By:	/s/ ~~Serena~~Yip ~~Shie~~Tsz Yan
	Name:	~~Serena~~Yip ~~Shie~~Tsz Yan
	Title:	Chief Executive Officer, Chief Financial Officer and Chairperson
		(Principal Executive Officer)
		(Principal Executive Officer and Principal Financial and Accounting Officer)

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