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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the 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___________

Commission File Number: 001-41012

FINNOVATE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

265 Franklin Street

Suite 1702

Boston, MA

02110

(Address of principal executive offices)

(Zip Code)

+1 424-253-0908

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and three-quarters of one warrant	FNVTU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	FNVT	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	FNVTW	The Nasdaq Stock Market LLC

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, a 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 ~~December~~November 1019, ~~2024~~2025, ~~there~~the ~~were~~registrant ~~5,327,791~~did ~~Class~~not Ahave ~~ordinary~~securities ~~shares, par value $0.0001 per share, and 1 Class B ordinary share, par value $0.0001 per share, of the registrant~~ issued and outstanding.

FINNOVATE ACQUISTION CORP.

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

TABLE OF CONTENTS

		Page	~~Page~~
PART I – FINANCIAL INFORMATION			3
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1	3
	Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 (Audited)		3
	Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)	1
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		4
	Condensed Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		5
	Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)		6
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	30	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	41	34
Item 4.	Controls and Procedures.	41	34
PART II – OTHER INFORMATION			35
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	42	35
Item 1A.	Risk Factors.	42	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	42	38
Item 3.	Defaults Upon Senior Securities.	43	38
Item 4.	Mine Safety Disclosures.	43	38
Item 5.	Other Information.	43	38
Item 6.	Exhibits.	43	38
SIGNATURES		44	39

PART I. FINANCIAL STATEMENTS

Item 1. Financial Statements.

FINNOVATE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	As of			As of
	As of
	March 31, 2025			December 31, 2024
	September 30, 2024			December 31, 2023
	(Unaudited)
Assets
Current Assets
Cash	$	799,~~555~~772		$	37769
Prepaid expenses		3824,~~424~~030			3724,~~389~~030
Total Current Assets		45123,~~979~~802			3724,~~426~~799
Investments held in Trust Account		2610,~~126~~420,~~773~~304			5110,~~200~~208,~~344~~877
Total Assets	$	2610,~~172~~544,~~752~~106		$	5110,~~237~~233,~~770~~676
Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	1,~~817~~853,~~014~~671		$	12,~~435~~138,~~205~~556
Working Capital Loan – related party		1,~~193~~204,~~961~~630			~~542~~1,~~503~~204,630
Promissory Note payable		200,000			-
Promissory Note payable – third party		316,520			316,520
Promissory Note payable – related party		1,~~287~~498,~~500~~612			~~800~~1,~~000~~368,264
Due to related party		83,600			56,600
Due to a related party		473,268			83,600
Total Liabilities		45,~~582~~346,~~075~~701			25,~~834~~111,~~308~~570
Commitments and Contingencies		-			-
Class A Ordinary Shares subject to possible redemption, 2,248,506 and 4,623,332 shares at redemption value of $11.62 and $11.07 at September 30, 2024 and December 31, 2023, respectively		26,126,773			51,200,344
Class A Ordinary Shares subject to possible redemption, 865,292 and 865,292 shares at redemption value of $12.04 and $11.80 at March 31, 2025 and December 31, 2024, respectively		10,420,304			10,208,877
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		-			-
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 4,462,499 issued and outstanding (excluding 2,248,506 and 4,623,332 shares subject to possible redemption) at September 30, 2024 and December 31, 2023, respectively		446			446
Class A Ordinary Shares, $0.0001 par value, 500,000,000 shares authorized, 4,462,499 shares issued and outstanding (excluding 865,292 shares subject to possible redemption) at March 31, 2025 and December 31, 2024, respectively		446			446
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 1 issued and outstanding at September 30, 2024 and December 31, 2023		-			-
Class B Ordinary Shares, $0.0001 par value, 50,000,000 shares authorized, 1 share issued and outstanding at March 31, 2025 and December 31, 2024, respectively		-			-
Common stock, value		-			-
Accumulated deficit		(5,223,345	)		(5,087,217	)
Accumulated deficit		(4,536,542	)		(2,797,328	)
Total Shareholders’ Deficit		(5,222,899	)		(5,086,771	)
Total Shareholders’ Deficit		(4,536,096	)		(2,796,882	)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	10,544,106		$	10,233,676
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	26,172,752		$	51,237,770

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

FINNOVATE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~SEPTEMBER 30, 2023~~ 2024

(UNAUDITED)

	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
	For the Three Months Ended March 31,
	For the Three Months Ended						For the Nine Months Ended
	2025			2024
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Operating, general and administrative expenses	$	5,793		$	321,203
Operating, general and administrative expenses	$	375,172		$	635,563		$	1,152,138		$	1,481,694
Loss from operations		(5,793	)		(321,203	)
Loss from operations		(375,172	)		(635,563	)		(1,152,138	)		(1,481,694	)
Other income
Other income
Interest earned on Investments held in Trust Account		81,079			563,129
Interest earned on Investments held in Trust Account		277,794			641,496			1,246,905			3,892,315
Interest earned on Bank Account		13			169
Interest earned on Bank Account		93			136			424			1,807
Total other income		81,092			563,298
Total other income		277,887			641,632			1,247,329			3,894,122
Net Income	$	75,299		$	242,095
Net (Loss) Income	$	(97,285	)	$	6,069		$	95,191		$	2,412,428
Basic and diluted weighted average shares outstanding, redeemable Class A Ordinary Shares		865,292			4,623,332
Basic and diluted weighted average shares outstanding, redeemable Class A Ordinary Shares		2,248,506			4,623,332			3,305,910			10,451,025
Basic and diluted net income per redeemable Class A Ordinary Share	$	0.01		$	0.03
Basic and diluted net (loss) income per redeemable Class A Ordinary Share	$	(0.01	)	$	0.00		$	0.01		$	0.16
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		4,462,500			4,462,500
Basic and diluted weighted average shares outstanding, non-redeemable Ordinary Shares		4,462,500		$	4,462,500			4,462,500			4,462,500
Basic and diluted net income per non-redeemable ordinary share	$	0.01		$	0.03
Basic and diluted net (loss) income per non-redeemable Ordinary Share	$	(0.01	)	$	0.00		$	0.01		$	0.16

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

FINNOVATE ACQUISITION CORP.

CONDENSED ~~STATEMENTS~~ STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~SEPTEMBER 30, 2023~~ 2024

(UNAUDITED)

	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Ordinary Shares								Additional					Total
	Class A				Class B				~~Paid~~paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		~~Capital~~capital		~~Deficit~~deficit			Deficit
Balance – December 31, 2023		4,462,499	$	446		1	$	-	$	-	$	(2,797,328	)	$	(2,796,882	)
Balance - December 31, 2024		4,462,499	$	446		1	$	-		-	$	(5,087,217	)	$	(5,086,771	)
Remeasurement of redeemable Class A Ordinary Shares to redemption value		-		-		-		-		-		(~~563~~81,~~129~~079	)		(~~563~~81,~~129~~079	)
Extension contribution		-		-		-		-		-		(~~300~~130,~~000~~348	)		(~~300~~130,~~000~~348	)
Net income		-		-		-		-		-		~~242~~75,~~095~~299			~~242~~75,~~095~~299
Balance - March 31, 2024		4,462,499	$	446		1	$	-		-	$	(3,418,362	)	$	(3,417,916	)
Balance - March 31, 2025		4,462,499	$	446		1	$	-	$	-	$	(5,223,345	)	$	(5,222,899	)
Remeasurement of redeemable Class A Ordinary Shares to redemption value		-		-		-		-		-		(405,982	)		(405,982	)
Extension contribution		-		-		-		-		-		(175,000	)		(175,000	)
Net loss		-		-		-		-		-		(49,619	)		(49,619	)
Balance – June 30, 2024		4,462,499	$	446		1	$	-		-	$	(4,048,963	)	$	(4,048,517	)
Remeasurement of redeemable Class A Ordinary Shares to redemption value		-		-		-		-		-		(277,794	)		(277,794	)
Extension contribution		-		-		-		-		-		(112,500	)		(112,500	)
Net loss		-		-		-		-		-		(97,285	)		(97,285	)
Balance – September 30, 2024		4,462,499	$	446		1	$	-		-	$	(4,536,542	)	$	(4,536,096	)

	Ordinary Shares										Additional						Total
	Class A				Class B						paid-in			Accumulated			~~Shareholders~~Shareholder’s
	Shares		Amount		Shares			Amount			capital			deficit			Deficit
Balance - December 31, 2022		150,000	$	15		4,312,500		$	431		$	-		$	(455,795	)	$	(455,349	)
Balance - December 31, 2023		4,462,499	$	446		1		$	-			-		$	(2,797,328	)	$	(2,796,882	)
Remeasurement of redeemable Class A Ordinary Shares to redemption value		-		-		-			-			-			(1563,~~908,881~~129	)		(1563,~~908,881~~129	)
Net income		-		-		-			-			-			1,608,034			1,608,034
Extension Contribution		-		-		-			-			-			(300,000	)		(300,000	)
Balance - March 31, 2023		150,000	$	15		4,312,500		$	431		$	-		$	(756,642	)	$	(756,196	)
Net income		-		-		-			-			-			242,095			242,095
Conversion of Sponsor Shares		4,312,499		431		(4,312,499	)		(431	)		-			-			-
Balance - March 31, 2024		4,462,499	$	446		1		$	-		$	-		$	(3,418,362	)	$	(3,417,916	)
Promissory Note forgiveness		-		-		-			-			449,765			-			449,765
Remeasurement of Class A Ordinary Shares to redemption value		-		-		-			-			(449,765	)		(892,173	)		(1,341,938	)
Extension contribution		-		-		-			-			-			(300,000	)		(300,000	)
Net Income		-		-		-			-			-			798,325			798,325
Balance – June 30, 2023		4,462,499	$	446		1		$	-		$	-		$	(1,150,490	)	$	(1,150,044	)
Balance		4,462,499	$	446		1		$	-		$	-		$	(1,150,490	)	$	(1,150,044	)
Extension Contribution		-		-		-			-			-			(200,000	)		(200,000	)
Remeasurement of Class A Ordinary Shares to redemption value		-		-		-			-			-			(641,496	)		(641,496	)
Net Income		-		-		-			-			-			6,069			6,069
Net income (loss)		-		-		-			-			-			6,069			6,069
Balance – September 30, 2023		4,462,499	$	446		1		$	-		$	-		$	(1,985,917	)	$	(1,985,417	)
Balance		4,462,499	$	446		1		$	-		$	-		$	(1,985,917	)	$	(1,985,417	)

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

FINNOVATE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND FOR ~~SEPTEMBER~~THE 30THREE MONTHS ENDED MARCH 31, ~~2023~~2024

(UNAUDITED)

	September 30, 2024			September 30, 2023
	For the Three Months Ended March 31,
	For the Nine Months Ended
	2025			2024
	September 30, 2024			September 30, 2023
Cash flows from operating activities:
Net income	$	9575,~~191~~299		$	2242,~~412,428~~095
Interest earned on Investments held in Trust Account		(181,~~246,905~~079	)		(3563,~~892,315~~129	)
Changes in operating assets and liabilities:
Prepaid expenses		~~(1,035~~-	)		~~248~~(39,~~267~~706	)
Accounts payable and accrued expenses		~~381~~(284,~~809~~885	)		~~719~~89,~~401~~783
Due to related party		27,000			268,907
Due to a related party		389,668			9,000
Net cash used by operating activities	$	(743,940	)	$	(243,312	)
Net cash provided by/(used in) operating activities		99,003			(261,957	)
Cash flows from investing activities:
Cash withdrawn from Trust Account in connection with redemption		26,907,976			132,616,922
Extension contribution		(130,348	)		(300,000	)
Extension contribution		(587,500	)		(500,000	)
Net cash used in investing activities		(130,348	)		(300,000	)
Net cash provided by investing activities		26,320,476			132,116,922
Cash flows from financing activities:
Redemption of Class A Ordinary Shares		(26,907,976	)		(132,616,922	)
Proceeds from promissory note – third party		-			200,000
Proceeds from Promissory Note		651,458			—
Proceeds from working capital loan – related party		-			167,356
Proceeds from affiliate Promissory Note		200,000			—
Proceeds from promissory note – related party		130,348			200,000
Proceeds from Promissory Note – related party		487,500			500,000
Net cash provided by financing activities		130,348			567,356
Net cash provided used in financing activities		(25,569,018	)		(132,116,922	)
Net change in cash		99,003			5,399
Net change in cash	$	7,518			(243,312	)
Cash at beginning of period		769			37
Cash at beginning of period		37			244,179
Cash at end of period	$	99,772		$	5,436
Cash at end of period	$	7,555		$	867
Supplemental disclosure of cash flow information:
Remeasurement of redeemable Class A Ordinary Shares to redemption value	$	181,~~246,905~~079		$	3563,~~892,315~~129
Promissory Note forgiveness	$	—		$	449,765

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

FINNOVATE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Organization and General

Finnovate Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on March 15, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early-stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not commenced any operations. All activity for the period from March 15, 2021 (inception) through ~~September~~ 30March 31, ~~2024~~2025 relates to the Company’s formation and its initial public offering (the “Initial Public Offering” or “IPO”) described below, and, since the IPO, the search for a target for its Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

IPO

On November 8, 2021, the Company completed the sale of 15,000,000 units (the “Units” and, with respect to the shares of Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) included in the Units being offered, the “Public Shares”) at $10.00 per Unit. On November 12, 2021, the Company closed on the full over-allotment, resulting in the sale of an additional 2,250,000 Units. The IPO and subsequent exercise of the over- allotment generated gross proceeds of $172,500,000, which is described in Note 3. Each Unit consists of one share of Class A Ordinary Shares and three-quarters of one redeemable warrant (“Public Warrant”).

Simultaneously with the closing of the IPO, the Company completed the sale of 7,900,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement ~~(the “Private Placement”)~~ to Finnovate Sponsor, LP (the “Sponsor”) as well as to EarlyBirdCapital, Inc. (“EarlyBirdCapital”). On November 12, 2021, pursuant to the full exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants. The IPO and subsequent exercise of the over-allotment generated gross proceeds of $8,800,000 from the sale of the Private Placement Warrants.

Following the closing of the IPO on November 8, 2021 and the subsequent exercise of the over-allotment option, $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”), located in the United States at a nationally recognized financial institution, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and invested only in in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. ~~Department~~government oftreasury ~~the Treasury (the “Treasury”)~~ obligations. Pursuant to the trust agreement with Continental (the “Trust Agreement”), the trustee will not be permitted to invest in other securities or assets. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity; and (iii) the redemption of all of the Public Shares if the Company is unable to complete the Business Combination by ~~May~~November 8, 2025, subject to applicable law. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act.

Initial Business Combination

The Company’s ~~executive~~management ~~officers and directors (“Management” or “Management Team”)~~ has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account as defined below (excluding the underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing of a definitive agreement in connection with its Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of its Public Shares, including the holders of its Founder Shares (as defined below) prior to the Initial Public Offering (the “Initial Shareholders”) and ~~Management~~management ~~Team~~team to the extent its Initial Shareholders and/or the members of the ~~Management~~management ~~Team~~team purchase Public Shares, provided that each Initial Shareholder’s and member of its ~~Management~~management ~~Team~~team’s status as a “Public Shareholder” will only exist with respect to such Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described herein.

The amount in the Trust Account is approximately $1112.6204 per Public Share as of ~~September~~March 3031, ~~2024~~2025. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the underwriting commissions the Company will pay to the underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the Business Combination with respect to the warrants. The Company’s initial shareholders, directors and officers have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to the 4,312,500 shares of Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) purchased in March 2021 (the “Founder Shares,”, described in more detail in Note 5) and Public Shares held by them in connection with the completion of the Business Combination.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“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 rules, 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, 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 irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

8 The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to shareholders rights or pre- Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The ~~Sponsor~~ Company has ~~agreed~~until (November 8, 2025 to complete a Business Combination (the “Combination Period”). If the Company is unable to ~~waive~~complete ~~its~~a ~~redemption~~Business ~~rights~~Combination ~~with~~within ~~respect~~the toCombination ~~its~~Period, ~~Founder~~the ~~Shares~~Company ~~and~~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, ~~held~~at bya itper-share price, payable in ~~connection~~cash, ~~with~~ equal to the ~~completion~~aggregate ofamount athen ~~Business~~on ~~Combination~~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 tax obligations (b)less ~~not~~up to ~~propose~~$100,000 anof ~~amendment~~interest to pay dissolution expenses), divided by the ~~Amended~~number ~~and~~of ~~Restated~~then ~~Memorandum~~outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders (i)including the right to ~~modify~~receive ~~the substance~~further orliquidating ~~timing~~distributions, ofif ~~the~~any), ~~Company’s~~and ~~obligation~~(iii) toas ~~allow~~promptly as reasonably possible following such redemption, insubject ~~connection~~to ~~with~~the approval of the Company’s ~~Business~~remaining ~~Combination or~~shareholders toand ~~redeem~~the ~~100%~~Company’s board of ~~its~~directors ~~Public~~(“Board” ~~Shares~~or if“Board of Directors”), dissolve and liquidate, subject in each case to the Company’s ~~does~~obligations ~~not~~under ~~complete~~Cayman aIslands ~~Business~~law ~~Combination~~to orprovide ~~(ii)~~for ~~with~~claims ~~respect~~of tocreditors ~~any~~and the requirements of other ~~provision relating~~applicable tolaw. ~~shareholders~~There will be no redemption rights or ~~pre-Business~~liquidating ~~Combination~~distributions ~~activity,~~with ~~unless~~respect to the Company’s ~~provides~~warrants, ~~the~~which ~~Public~~will ~~Shareholders~~expire ~~with~~worthless if the ~~opportunity to~~Company ~~redeem~~fails ~~their~~to ~~Public~~complete ~~Shares~~a inBusiness ~~conjunction~~Combination ~~with~~within ~~any~~the ~~such~~Combination ~~amendment~~Period.

The ~~Company~~ Sponsor has ~~until~~agreed ~~May 8, 2025~~ to ~~complete~~waive aits ~~Business~~liquidation ~~Combination~~rights ~~(the~~with ~~“Combination~~respect ~~Period”),~~to ~~unless being extended by~~ the ~~Company’s~~Founder ~~shareholder~~Shares ~~approval.~~if If the Company isfails ~~unable~~ to complete a Business Combination within the Combination Period. However, ~~the~~ ~~Company~~if ~~will~~the ~~(i)~~Sponsor ~~cease~~acquires ~~all~~Public ~~operations~~Shares ~~except~~in ~~for~~or after the ~~purpose of winding up~~IPO, ~~(ii)~~such asPublic ~~promptly~~Shares aswill ~~reasonably~~be ~~possible~~entitled ~~but~~to ~~not~~liquidating ~~more than~~distributions ~~ten~~from ~~business~~the ~~days~~Trust ~~thereafter,~~Account ~~redeem~~if the ~~Public~~Company ~~Shares,~~fails atto complete a ~~per-share~~Business ~~price,~~Combination ~~payable~~within inthe ~~cash,~~Combination ~~equal~~Period. toThe ~~the~~underwriter ~~aggregate~~has ~~amount then~~agreed onto ~~deposit~~waive inits ~~the~~right ~~Trust~~to ~~Account~~its ~~including~~underwriting ~~interest~~commission ~~earned~~(see onNote ~~the~~9) ~~funds~~ held in the Trust Account ~~and~~in ~~not~~the ~~previously~~event ~~released to~~ the Company todoes ~~pay~~not ~~its~~complete ~~tax~~a ~~obligations~~Business ~~(less~~Combination upwithin tothe ~~$100,000 of~~Combination ~~interest~~Period ~~to pay dissolution expenses)~~and, ~~divided~~in bysuch ~~the number of then outstanding Public Shares~~event, ~~which~~such ~~redemption~~amounts will ~~completely extinguish~~be ~~Public~~included ~~Shareholders’~~with ~~rights as shareholders (including~~ the ~~right~~other tofunds ~~receive~~held ~~further~~in ~~liquidating~~the ~~distributions,~~Trust ~~if any),~~Account ~~and~~that ~~(iii)~~will asbe ~~promptly~~available asto ~~reasonably~~fund ~~possible~~the ~~following such~~ redemption, ~~subject to the approval~~ of the ~~Company’s remaining~~Public ~~shareholders~~Shares. ~~and~~In the ~~Company’s~~event ~~board~~ of ~~directors~~such ~~(“Board” or “Board of Directors”)~~distribution, ~~dissolve~~ ~~and~~it ~~liquidate,~~is ~~subject~~possible inthat ~~each case to~~ the ~~Company’s~~per ~~obligations~~share ~~under~~value ~~Cayman Islands law to provide for claims~~ of ~~creditors~~ ~~and~~ the ~~requirements~~assets ofremaining ~~other~~available ~~applicable~~for ~~law.~~distribution ~~There~~ will be noless ~~redemption~~than ~~rights or liquidating distributions with respect to~~ the ~~Company’s~~IPO ~~warrants,~~price ~~which~~per ~~will~~Unit ~~expire worthless if the Company fails to complete a Business Combination within the Combination Period~~($10.00).

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to its underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).7

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 third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay franchise and income taxes. This liability will not apply with respect to claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter 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 (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity, Capital Resources and Going Concern

As of ~~September~~March 3031, ~~2024~~2025, the Company had $799,~~555~~772 in its operating bank account and a working capital deficit of $45,~~536~~222,~~096~~899. The Company’s liquidity needs up to ~~September~~March 3031, ~~2024~~2025 had been satisfied by payment from the Sponsor for the Founder Shares, a loan under an unsecured promissory note from the Sponsor of up to $250,000 (the “March 2021 Promissory Note”), drawdowns against the available ~~Working Capital~~working ~~Loan~~capital loan (the as“Working ~~defined~~Capital ~~below~~Loan”), as well as advances and payments made on behalf of the Company by related parties. The March 2021 Promissory Note was fully repaid as of November 8, 2021.

9 In order to finance transaction costs in connection with a Business Combination, the Company’s 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 with funds as may be required (Working Capital Loans, described in more detail in Note 5). As of March 31, 2025 and December 31, 2024, the Company had no outstanding borrowings under this loan, respectively.

~~In order~~ toOn ~~finance~~June ~~transaction~~2, ~~costs~~2023, inthe ~~connection~~Company ~~with~~issued a ~~Business~~promissory ~~Combination~~note (the “June 2023 Promissory Note”) in the aggregate principal amount of up to $1,200,000 to the Sponsor, orthe anproceeds ~~affiliate~~from which had been deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the ~~Sponsor~~Company’s orMay ~~certain~~8, 2023 shareholder vote to approve an extension of the Company’s ~~officers~~termination ~~and~~date ~~directors~~from ~~may~~May 8, ~~but~~2023 ~~are~~to ~~not~~May ~~obligated~~8, 2024 (the “2023 Extension”). The Sponsor agreed to pay $100,000 ~~loan~~per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company ~~with~~consummates ~~funds~~its asBusiness Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the June 2023 Promissory Note may be ~~required~~converted into warrants of the Company (the “~~Working Capital~~Conversion ~~Loan~~Warrants”,) asat ~~described~~a inconversion ~~more~~price ~~detail~~of in$1.00 per warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by the Company at the IPO. The Company has determined that the fair value of the June 2023 Promissory Note 5)is its face value as the note was not issued with a substantial premium. As of ~~September~~March 3031, ~~2024~~2025 and December 31, 2024, the outstanding balance of the June 2023 Promissory Note was $1,100,000 and $1,100,000, respectively, which is included in the ~~Company~~Promissory ~~had~~Note ~~nothing outstanding~~payable ~~under~~– related party account on the ~~Working~~accompanying ~~Capital~~unaudited ~~Loan~~condensed balance sheets, ~~respectively~~and no interest was accrued.

On ~~June~~ 2November 8, 2023, the Company issued a promissory note ~~(the “June 2023 Promissory Note”)~~ in the ~~aggregate~~ principal amount of up to $1,~~200~~500,000 to ~~the~~Sunorange ~~Sponsor,~~ (the ~~proceeds~~“November ~~from~~2023 ~~which~~Promissory ~~had~~Note”). ~~been~~The ~~deposited~~November ~~into~~2023 ~~the~~Promissory ~~Trust~~Note ~~Account for the benefit of each Public Share that~~ was ~~not~~issued ~~redeemed~~ in connection with ~~the~~advances ~~Company’s~~made ~~extension~~by ~~from~~Sunorange since May 8, 2023 toand ~~May~~advances 8,Sunorange ~~2024~~may ~~(the~~make ~~“2023~~in ~~Extension”).~~the ~~The~~future ~~Sponsor agreed~~ to ~~pay $100,000 per month until~~ the ~~completion~~Company offor anworking ~~initial~~capital ~~Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024~~expenses. The ~~June~~November 2023 Promissory Note ~~bears~~is no non-interest ~~and~~bearing ~~is due~~ and payable upon the earlier ~~to occur~~ of (i) the date onof ~~which~~ the ~~Company~~consummation ~~consummates~~of ~~its~~the Business Combination ~~and~~or (ii) the date ~~that the winding up~~ of the Company’s ~~is effective~~liquidation. AtAs ~~the election~~ of ~~the~~March ~~Sponsor~~31, up2025 toand $1December 31,~~200~~ 2024,~~000~~ of the ~~unpaid~~ ~~principal amount of the June 2023 Promissory Note may be converted into warrants of the~~ Company ~~(the~~had ~~“Conversion Warrants”) at a conversion price of~~ $1.00 per warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by the Company at the IPO. The Company has determined that the fair value of the June 2023 Promissory Note is its face value as the note was not issued with a substantial premium. The Sponsor funded the first three months of the June 2023 Promissory Note in its first payment. As of September 30,204,630 ~~2024~~ and ~~December 31~~$1, ~~2023~~204,630 ~~the~~ outstanding ~~balance~~under of the ~~June~~November ~~30,~~ 2023 Promissory Note ~~was $1,100,000 and $800,000, respectively, which is~~ included in the ~~Promissory~~Working ~~Note~~Capital ~~payable~~Loan – related party ~~account~~line onof the accompanying unaudited condensed balance sheets, ~~and~~ ~~no interest was accrued~~respectively.

~~If the Company is not able to consummate a Business Combination before May~~ 8, 2025, the Company will commence an automatic winding up, dissolution and liquidation. Management has determined that automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raises substantial doubt about the Company’s ability to continue as a going concern. While Management intends to complete a Business Combination on or before May 8, 2025, it is uncertain whether the Company will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2025.

On ~~November~~ 8January 26, ~~2023~~2024, the Company issued aan unsecured promissory note (the “January 2024 Promissory Note”) in the aggregate principal amount of up to $1,500,000 to ~~Sunorange~~Scage ~~(the~~International ~~“November 2023~~Limited ~~Promissory Note~~(“Scage”)., ~~The~~a ~~note~~party isto ~~non-interest bearing and is due on~~ the ~~earlier of consummation of the~~ Business Combination or ~~liquidation.~~Agreement ~~The~~entered ~~November~~into ~~2023~~by ~~Promissory~~the ~~Note~~Company, ~~was~~Scage, ~~issued~~and inother ~~connection~~parties ~~with~~on ~~advances~~August ~~made by Sunorange since May 8~~21, 2023 ~~and~~(the ~~advances Sunorange~~“Business ~~may~~Combination ~~make~~Agreement”), infor the ~~future to the~~ Company’s ~~for~~ working capital ~~expenses~~needs. The ~~November~~January ~~2023~~2024 Promissory Note isdoes ~~non-~~not bear interest ~~bearing~~ and ~~payable~~matures upon the earlier of ~~(i)~~ the ~~date~~closing of ~~the~~an ~~consummation~~initial ~~of the~~ Business Combination orby ~~(ii)~~ the ~~date~~Company ofand the Company’s liquidation. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had $1316,~~193,961~~520 and $~~542~~316,~~503,~~520 ~~respectively~~ outstanding under the ~~November~~January ~~2023~~2024 Promissory Note ~~included in the Working Capital Loan – related party line of the accompany condensed balance sheets~~.

On ~~January~~ 26May 15, 2024, the Company issued an unsecured promissory note (the “~~January~~May 2024 Promissory Note”) in the aggregate principal amount of up to $1225,~~500,~~000 to ~~Scage~~the Sponsor, awhich ~~party~~were todeposited into the ~~Business~~Trust ~~Combination~~Account ~~Agreement~~for ~~entered~~the ~~into~~benefit byof ~~the~~each ~~Company,~~Public ~~Scage,~~Share ~~and~~that ~~other~~was ~~parties on~~not ~~August~~redeemed ~~21,~~in ~~2023~~connection (with the ~~“Scage~~May ~~Business~~8, ~~Combination~~2024 ~~Agreement”),~~shareholder ~~for~~vote to approve the Company’s ~~working~~extension ~~capital~~from ~~needs.~~May ~~The~~8, ~~January~~ 2024 ~~Promissory~~to ~~Note~~November ~~does~~8, ~~not~~2024 ~~bear~~(the ~~interest~~“May ~~and~~2024 ~~matures~~Extension”).. ~~upon~~The ~~the~~Sponsor ~~earlier~~agreed ofto pay $37,500 per month until the ~~closing~~completion of an initial Business Combination, bycommencing ~~the~~on ~~Company~~ May 8, 2024 and ~~the~~continuing ~~Company’s~~through ~~liquidation~~November 8, 2024. As of ~~September~~March 3031, ~~2024,~~2025 ~~the~~and ~~Company~~December ~~had~~31, ~~$200~~2024,~~000~~ the balance outstanding under the ~~January~~May 2024 Promissory Note was $225,000 and $225,000, respectively.

On ~~May~~ 15November 11, 2024, the Company issued an unsecured promissory note (the “~~May~~November 2024 ~~Promissory~~ Note”) in the aggregate principal amount of up to $~~225~~259,~~000~~588 to the Sponsor, which ~~were~~will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the ~~Company’s extension from May 8, 2024 to~~ November 8, 2024 ~~(the “May 2024~~ Extension”). The Sponsor agreed to pay $3743,~~500~~264 per month until the completion of an initial Business Combination, commencing on ~~May~~November 8, 2024 and continuing through ~~November~~May 8, ~~2024~~2025. The ~~May~~November 2024 ~~Promissory~~ Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~Company~~balance ~~had $187,500 and $0, respectively,~~ outstanding ~~under~~on the ~~May~~November 2024 Promissory Note, ~~which~~was is$173,612 ~~included~~and in$43,264, ~~the Promissory Note payable – related party account on the accompanying condensed balance sheets~~respectively.

~~On November~~These 11conditions, ~~2024,~~involving ~~the~~liquidity ~~Company~~concerns ~~issued~~and anmandatory ~~unsecured~~liquidation, ~~promissory~~raise ~~note~~substantial ~~(the~~doubt ~~“November~~about ~~2024 Note”) in~~ the ~~aggregate~~Company’s ~~principal amount~~ability ~~of up~~ to ~~$259,588 to~~continue ~~the~~as ~~Sponsor,~~a ~~which~~going ~~will~~concern ~~be deposited into the Trust Account~~ for ~~the~~a ~~benefit~~period of ~~each~~time ~~Public~~within ~~Share~~one ~~that~~year ~~was~~after ~~not redeemed in connection with~~ the ~~November~~date ~~2024~~that ~~Extension. The Sponsor agreed to pay $43,264.60 per month until~~ the ~~completion~~unaudited ofcondensed anfinancial ~~initial~~statements ~~Business~~are ~~Combination, commencing on November 8, 2024 and continuing through May 8, 2025~~issued. ~~The November~~There ~~2024~~is ~~Note bears~~ no ~~interest~~assurance ~~and~~that ~~is due and payable upon~~ the ~~earlier~~Company’s plan to ~~occur of (i) the date on which we~~ consummate ~~our~~a Business Combination ~~and~~will ~~(ii)~~be ~~the~~successful ~~date~~or ~~that~~successful ~~our~~within ~~winding~~the upCombination ~~is effective~~Period. AsThe offinancial ~~November~~statements ~~29,~~do ~~2024,~~not ~~the~~include ~~Company~~any ~~had~~adjustments ~~deposited~~that ~~$43,320 (including $55.40 of applicable~~might ~~interest)~~result ~~into~~from the ~~Company’s~~outcome ~~Trust~~of ~~Account~~this uncertainty.

These conditions, involving liquidity concerns and mandatory liquidation, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the Combination Period. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Sunorange Investment

On April 27, 2023, the Company entered into an agreement (the “Investment Agreement”) with the Sponsor and Sunorange Limited (the “Sunorange”), pursuant to which Sunorange and its designees acquired partnership interests in the Sponsor and Class B Ordinary Shares directly held by certain Company directors, which combined interests entitled Sunorange to receive, in the aggregate, 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants (collectively, the “Insider Securities”), and the Company introduced a change in ~~Management~~management and the Board as follows: (i) Calvin Kung replaced David Gershon as Chairman of the Board and Chief Executive Officer, and Wang Chiu (Tommy) Wong replaced Ron Golan as Chief Financial Officer and director on the Board, effective upon closing of the Sunorange Investment (as defined herein); (ii) Jonathan Ophir and Uri Chaitchik tendered their resignations as Chief Investment Officer and Senior Consultant, respectively, effective upon closing of the Sunorange Investment; and (iii) Mitch Garber, Gustavo Schwed and Nadav Zohar tendered their resignations as directors, effective upon expiration of all applicable waiting periods under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder (such period of time being referred to herein as the “Waiting Period”), and whose vacancies were filled by individuals to be designated by Sunorange and effective upon expiration of the Waiting Period (such new officers and directors collectively referred to herein as the “New Management”). Sunorange’s acquisition of interests in the Insider Securities, the change to New Management and other transactions contemplated by the Investment Agreement are hereinafter referred to as the “Sunorange Investment.”

On May 8, 2023, the Company completed the closing of the Sunorange Investment after the Company’s shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “2023 EGM”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the 2023 Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B Ordinary Shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination.9

On May 8, 2023, the Company completed the closing of the Sunorange Investment after our shareholders approved certain proposals discussed below, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Company’s Trust Account after accounting for all redemptions in connection with the Company’s extraordinary general meeting of shareholders on May 8, 2023 (the “2023 EGM”); (ii) the Company obtaining or extending a D&O insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain shareholders and meet continued listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) in the event that the Extension is approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B Ordinary Shares from certain Company directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination.

In connection with the closing of the Sunorange Investment, on May 8, 2023, Sunorange caused $300,000 to be deposited into the Trust Account to support the first three months of the 2023 Extension from May 9, 2023 through August 8, 2023 (see Note 5). Sunorange also agreed to cause to be deposited into the Trust Account an additional $100,000 for each successive month, or portion thereof, that is needed by the Company to complete an initial Business Combination until May 8, 2024.

As of ~~September~~March 3031, ~~2024~~2025, $1,~~387~~598,~~500~~612 ~~has~~had been deposited into the Trust Account in support of the 2023 Extension and the May 2024 Extension.

Business Combination Agreement

On August 21, 2023, the Company and Scage ~~International Limited (“Scage”)~~ entered ~~into~~ the ~~Scage~~ Business Combination Agreement. Scage is a zero-emission solution provider in China, focusing on the development and commercialization of heavy-duty NEV trucks and e-fuel solutions. Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement (the “Scage Business Combination”), Scage Future, a newly formed holding company (“Pubco”) ~~will~~would seek to be listed on Nasdaq. The outstanding securities of Scage and the Company ~~will~~would be converted into the right to receive securities of Pubco. The transaction ~~represents~~ represented a post-Business Combination valuation of $1.0 billion ($1,000,000,000) for Scage upon closing of the Scage Business Combination, subject to adjustment.

11 On August 29, 2023, the Company engaged a third-party consultant to provide the Company with an introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5% of the implied enterprise value of the target if the Company consummates a Business Combination. On October 13, 2024, the agreement was amended and restated to, among other things, reduce the contingent fee to 0.05% of the implied enterprise value of the target.

On August 29, 2023, the Company engaged a third-party consultant to provide the Company with introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5% of the implied enterprise value of the target if the Company consummates a Business Combination. On October 13, 2024, the agreement was amended and restated to, among other things, reduce the contingent fee to 0.05%. As this amended agreement was a subsequent event and the Business Combination is not considered probable, no expense for which has been included in the unaudited condensed financial statements related to this agreement.10

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, Pubco, Scage, the Company and certain shareholders of Scage (“Key Scage Shareholders”), as shareholders holding shares of Scage sufficient to constitute the Required Company Shareholder Approval (as that term is defined in the Business Combination Agreement) as the holder of record or the beneficial owner within the meaning of Rule 135-3 of the Exchange Act, each entered into Lock-Up Agreements (each, a “Key Seller Lock-Up Agreement”). It is a condition to the Closing that all stockholders of Scage between signing and Closing enter into a Lock-Up Agreement (each, a “Seller Lock-Up Agreement”).

Pursuant to each Key Seller Lock-Up Agreement, each Key Scage Shareholder agreed not to, during the period commencing from the date and time at which the Closing is actually held (the “Closing Date”) and ending on (A) the 6-month anniversary of the Closing Date with respect to 40% of the restricted securities and (B) the 36-month anniversary of the Closing Date with respect to the remaining 60% of the restricted securities, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Securities (as that term is defined in the Business Combination Agreement), whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”) (subject to early release if Pubco consummates a Change of Control (as that term is defined in the Business Combination Agreement)).

Pursuant to each Seller Lock-Up Agreement, the remaining Scage shareholders agreed not to make a Prohibited Transfer during the period commencing from the Closing Date and ending on the 6-month anniversary of the Closing Date (subject to early release if Pubco consummates a Change of Control).

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, and Key Scage Shareholders entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, Key Scage Shareholders have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the transactions contemplated therein, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Sponsor Support Agreement

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, Pubco and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company in favor of the Business Combination Agreement and the transactions contemplated therein. The Sponsor Support Agreement also prevents transfers of securities of the Company held by the Sponsor between the date of the Sponsor Support Agreement and the termination of the Sponsor Support Agreement.

1211

Insider Letter Amendment

Simultaneously with the execution of the Business Combination Agreement, the Company, Scage, the Sponsor, Pubco, Calvin Kung, Wang Chiu Wong, Chunyi Hao, Tiemei Li, and Sanjay Prasad entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated November 8, 2021 (the “Insider Letter”), by and among the Company, the Sponsor and the directors, officers or other initial shareholders of the Company named therein, pursuant to which Pubco and Scage are added as parties to the Insider Letter.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution of the Business Combination Agreement, certain shareholders and officers (each, a “Subject Party”) of the Company each entered into a noncompetition and non-solicitation agreement with the Company, Pubco, Scage, and the Sponsor (collectively, the “Non-Competition and Non-Solicitation Agreement”). Under the Non-Competition and Non-Solicitation Agreement, the Subject Party agrees not to compete with Pubco, the Sponsor, the Company, Scage, and their respective affiliates during the three-year period following the Closing and, during such three-year restricted period, not to solicit employees or customers of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary confidentiality and non-disparagement provisions.

Assignment, Assumption, and Amendment to Warrant Agreement

Prior to the Closing, the Company, Pubco and Continental, as warrant agent (the “Warrant Agent”), will enter the Assignment, Assumption, and Amendment to Warrant Agreement (the “Warrant Amendment”), which will amend that certain Warrant Agreement, dated as of November 8, 2021, relating to the Company warrants (the “Warrant Agreement”), filed with the SEC on November 8, 2021. Pursuant to the Warrant Amendment: (i) Pubco will assume the obligations of the Company under the Warrant Agreement, such that, among other things, Pubco will be added as a party thereto and (ii) references to the Company’s Class A Ordinary Shares in the Warrant Agreement shall mean Pubco ordinary shares.

First Amendment to the BCA

On June 18, 2024, the parties to the Business Combination Agreement entered into the First Amendment to ~~Scage~~the Business Combination Agreement (the “First Amendment”). The First Amendment provides for, among other things, the:

● reduction of the aggregate consideration to the shareholders of the Company from $1,000,000,000 to $800,000,000; ● correction of a scrivener’s error to clarify that the Company is not an investment company; ● the establishment of an American depositary share (“ADS”) facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Business Combination Agreement may be represented by ADSs; ● extension of the deadline for the Reorganization (as defined in the ~~Scage~~ Business Combination Agreement) from September 30, 2023 to July 20, 2024; and ● extend the Outside Date (as defined in the ~~Scage~~ Business Combination Agreement) from February 29, 2024 to October 31, 2024.

Second Amendment to the BCA

On October 31, 2024, the parties to the Business Combination Agreement entered into the Second Amendment to Business Combination Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the ~~Scage~~ Business Combination Agreement) from October 31, 2024 to March 31, 2025.

Third Amendment to the BCA

On April 2, 2025, the parties to the Business Combination Agreement entered into the Third Amendment to Business Combination Agreement (the “Third Amendment”), pursuant to which the parties agreed to extend the Outside Date (as defined in the Business Combination Agreement) from March 31, 2025 to July 31, 2025. On June 27, 2025, the Company and Scage consummated the Business Combination contemplated by that certain Business Combination Agreement, with the Company surviving as a wholly owned subsidiary of Scage.

Risks and Uncertainties

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

13Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is currently evaluating the impact of such risks and has concluded that while it is reasonably possible that they could have a negative effect on the Company’s financial position, results of its operations, close of the IPO and/or search for a target company, the specific impact is not readily determinable as of the date of the accompanying unaudited condensed financial statements. The accompanying 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 ~~have~~of ~~been~~the ~~prepared~~Company is presented in ~~accordance~~U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) ~~for interim financial information~~ and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC ~~for interim financial reporting~~. ~~Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.~~ In the opinion of ~~Management~~management, ~~the accompanying unaudited condensed financial statements include~~ all adjustments, (consisting of a normal recurring ~~nature,~~adjustments) ~~which~~have ~~are~~been ~~necessary~~made ~~for~~that aare ~~fair~~necessary ~~presentation~~to ofpresent fairly the financial position, ~~operating~~ and the results ~~and~~of ~~cash~~its ~~flows~~operations ~~for~~and ~~the~~its ~~periods~~cash ~~presented~~flows.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024 (the “2023 Annual Report”). The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act ~~of 2002~~, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.13

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which 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 financial statements in conformity with GAAP requires the Company’s ~~Management~~management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

14Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

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 cash of $799,~~555~~772 and $37769 as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Investment Held in Trust Account

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the assets held in the Trust Account consisted of ~~cash equivalents in the amount of~~ $2610,~~126~~420,~~773~~ 304 and $5110,~~200~~208,~~344~~877, respectively. The ~~Company’s portfolio of~~ investments ~~is comprised of cash~~ in anmoney ~~interest-bearing~~market ~~demand deposit account and thus have a readily determinable fair value. The~~ funds are presented on the ~~accompanying condensed~~ balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in “ income on investments held in the Trust Account” in the accompanying ~~unaudited condensed~~ statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of ~~September~~March 3031, ~~2024~~2025, the Company has not experienced losses on this account, and ~~Management~~management believes the Company is not exposed to significant risks on such account.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the accompanying condensed balance sheets date that are related to the IPO. Offering costs were charged to Shareholder’s Equity upon completion of the IPO and subsequent exercise of the over-allotment. Accordingly, following the IPO on November 8, 2021 and subsequent exercise of the over-allotment on November 12, 2021, offering costs totaling $4,171,912 (consisting of $3,450,000 of underwriting fee, and $721,912 of other offering costs) have been charged to Shareholders’ Equity.

Fair Value Measurements

The fair value of the Company’s assets and liabilities which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”), approximates the carrying amounts represented in the accompanying ~~condensed~~ balance sheets, primarily due to their short-term nature.

15The 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:

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	—	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2	—	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3	—	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table details the fair value measurement of investments held in the Trust Account that were measured at fair value on a recurring basis based on the following first-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of March 31, 2025 and December 31, 2024.

	Fair Value Measurement
	Level 1		Level 2		Level 3		Total fair value
Investments held in Trust Account:
As of March 31, 2025	$	10,420,304	$	-	$	-	$	10,420,304
As of December 31, 2024	$	10,208,877	$	-	$	-	$	10,208,877

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 ~~FASB~~ ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Ordinary Shares and Class B Ordinary Shares (collectively, “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) is classified as temporary equity. At all other times, Ordinary Shares are classified as shareholder’s equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the accompanying balance sheets.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the initial business combination with respect to the warrants. The Sponsor, officers and directors have pursuant to a letter agreement with us, and EarlyBirdCapital has pursuant to the underwriting agreement relating to IPO, agreed to waive their redemption rights with respect to their founders shares or EBC Founder Shares (as defined below), respectively, and any public shares they may acquire during or after IPO in connection with the completion of the initial business combination. The amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of the initial business combination (such that the Company does not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to the initial business combination. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the Company’s balance sheets.

Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

As a result of the shareholder vote held on May 8, 2023, 12,626,668 shareholders exercised their right to redemption, which left a remainder of 4,623,332 Class A Ordinary Shares subject to possible redemption. These shareholders were paid an aggregate of $132,616,922, or $10.50 per share, on May 18, 2023.

As a result of the shareholder vote held on May 2, 2024, 2,374,826 shareholders exercised their right to redemption, which left a remainder of 2,248,506 Class A Ordinary Shares subject to possible redemption. These shareholders were paid an aggregate of $26,907,976, or $11.33 per share, upon redemption.

As a result of ~~September~~the 30shareholder vote held on November 6, 2024, ~~and~~1,383,214 ~~December~~shareholders ~~31,~~exercised ~~2023~~their right to redemption, ~~the~~which left a remainder of 865,292 Class A Ordinary Shares subject to possible redemption. ~~reflected~~These inshareholders ~~the~~were ~~accompanying condensed~~paid ~~balance~~an ~~sheets~~aggregate isof ~~reconciled~~$16,157,894, inor ~~the~~$11.68 ~~following~~per ~~table:~~share, upon redemption.

~~SCHEDULE OF~~As ~~POSSIBLE~~of ~~REDEMPTION~~ March 31, 2025 and December 31, 2024, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheets is reconciled in the following table:

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
As of beginning of the period	$	5110,~~200~~208,~~344~~877		$	~~178~~51,~~531~~200,~~059~~344
Plus:
Remeasurement of carrying value to redemption value		181,~~246,905~~079			41,~~486~~406,~~207~~139
Extension Contributions		~~587~~130,~~500~~348			~~800~~668,~~000~~264
Less:
Redemptions of Class A Ordinary Shares subject to possible redemption		(26,907,976	)		(132,616,922	)
Redemptions of Class A ordinary shares subject to possible redemption		-			(43,065,870	)
	$	26,126,773		$	51,200,344
As of ending of the period	$	10,420,304		$	10,208,877

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares and whether the warrant 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments.

As of March 31, 2025 and December 31, 2024, there were 12,933,236 and 12,926,232 Public Warrants and 8,800,000 and 8,800,000 Private Placement Warrants outstanding, respectively. For the three months ended March 31, 2025, the number of Public Warrants outstanding increased by 7,004 due to the separation of Units triggered by the exercise of redemption rights, and there was no change in the number of Private Placement Warrants outstanding. There were no Public Warrants or Private Placement Warrants exercised or expired.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ~~FASB~~ ASC ~~Topic~~ 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the ~~accompanying unaudited condensed~~ financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the ~~accompanying unaudited condensed~~ 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the accompanying 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.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of the FASB ASC Topic 260, “Earnings Per Share” (“ASC 260”). Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding during the period. The Company has two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. The Company’s redeemable Ordinary Shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor which were converted into Class A shares with their original legend in May 2023. Earnings and losses are shared pro rata between the two classes of shares. The accompanying unaudited condensed statements of operations applies the two-class method in calculating net income (loss) per share. Basic and diluted net income (loss) per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income (loss), allocated proportionally to each class of Ordinary Shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding.

The calculation of diluted income (loss) per ordinary share does not consider the effect of the rights issued in connection with the IPO since exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Ordinary Shares to redemption value is excluded from net income (loss) per redeemable share because the redemption value approximates fair value. As a result, diluted income (loss) per share is the same as basic income per share for the period presented.

~~Accordingly, basic~~There ~~and~~is ~~diluted~~currently ~~income~~no ~~(loss)~~taxation ~~per~~imposed ~~Ordinary~~on ~~Share~~income ~~for~~by the ~~three~~government ~~months~~of ~~ended~~the ~~September~~Cayman 30Islands. In accordance with Cayman income tax regulations, ~~2024~~income ~~and~~taxes ~~September~~are 30not levied on the Company. Consequently, ~~2023~~income istaxes ~~calculated as~~are ~~follows:~~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.

~~SCHEDULE OF~~Segment ~~BASIC AND DILUTED LOSS PER ORDINARY SHARE~~ Information

	Redeemable Ordinary Shares			Non-Redeemable Ordinary Shares			Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
	For the three months ended September 30, 2024						For the three months ended September 30, 2023
	Redeemable Ordinary Shares			Non-Redeemable Ordinary Shares			Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
Basic and diluted net (loss) income per share
Numerator:
Allocation of net (loss) income	$	(32,595	)	$	(64,690	)	$	3,088	$	2,981
Denominator:
Weighted-average shares outstanding		2,248,506			4,462,500			4,623,332		4,462,500
Basic and diluted net (loss) income per share	$	(0.01	)	$	(0.01	)	$	0.00	$	0.00

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. The Company has concluded that net (loss) income is the measure of segment profitability. The CODM assesses performance for the Company, monitors budget versus actual results, and determines how to allocate resources based on net (loss) income as reported in the statements of operations. There is no other expense categories regularly provided to the CODM that are not already included in the primary financial statements herein.

~~Basic and~~During ~~diluted~~the ~~income~~six ~~per~~months ~~Ordinary~~ended ~~Share~~March ~~for~~31, 2025 and 2024, the ~~nine~~Company ~~months~~did ~~ended~~not ~~September~~generate 30material international revenues and as of March 31, ~~2024~~2025 and December 31, 2024, the ~~period~~Company ~~from~~did ~~September~~not ~~30,~~have ~~2023~~material isassets ~~calculated as~~located ~~follows:~~outside of the United States.

	Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares		Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
	For the nine months ended September 30, 2024				For the nine months ended September 30, 2023
	Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares		Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
Basic and diluted net income per share
Numerator:
Allocation of net income	$	40,509	$	54,682	$	1,690,569	$	721,859
Denominator:
Weighted-average shares outstanding		3,305,910		4,462,500		10,451,025		4,462,500
Basic and diluted net income per share	$	0.01	$	0.01	$	0.16	$	0.16

Net Income Per Ordinary Share

~~Recent Accounting~~The ~~Standards~~Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding during the period. The Company has two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. The Company’s redeemable Ordinary Shares are comprised of Class A shares sold in the IPO. The Company’s non-redeemable shares are comprised of Class A shares held by EarlyBirdCapital and Class B shares purchased by the Sponsor which were converted into Class A shares with their original legend in May 2023. Earnings and losses are shared pro rata between the two classes of shares. The Company’s statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income, allocated proportionally to each class of Ordinary Shares, attributable to the Company by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding.

~~In August~~The ~~2020,~~calculation ~~the~~of ~~FASB~~diluted ~~issued~~income ~~ASU~~per ~~No.~~ordinary ~~2020-06,~~share ~~“Accounting~~does ~~for~~not ~~Convertible~~consider ~~Instruments~~the ~~and~~effect ~~Contracts~~of ~~in an Entity’s Own Equity” (“ASU 2020-06”). The update simplifies~~ the ~~accounting~~rights ~~for~~issued ~~convertible instruments by removing certain separation models~~ in ~~FASB~~ ~~ASU~~connection ~~Subtopic 470-20, “Debt—Debt~~ with ~~Conversion~~the ~~and~~IPO ~~Other~~since ~~Options”~~exercise ~~(“ASU~~of ~~470-20”)~~the ~~for~~rights ~~convertible instruments~~is ~~and~~contingent ~~introducing~~upon ~~other~~the ~~changes.~~occurrence ~~As a result~~ of ~~ASU~~future ~~2020-06,~~events ~~more convertible debt instruments will be accounted for as a single liability measured at its amortized cost~~ and ~~more~~the ~~convertible~~inclusion ~~preference~~of ~~shares~~such ~~will~~rights would be ~~accounted for as a single~~anti-~~equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives~~dilutive. ~~The~~Accretion ~~amendments~~of ~~are~~the ~~effective~~carrying ~~for~~value ~~smaller reporting~~of ~~companies~~Class ~~for~~A ~~fiscal~~Ordinary ~~years~~Shares ~~beginning~~to ~~after~~redemption ~~December~~value ~~15, 2023, including interim periods within those fiscal years. Early adoption~~ is ~~permitted,~~excluded ~~but~~from nonet ~~earlier~~income ~~than~~per ~~fiscal~~redeemable ~~years~~share ~~beginning~~because ~~after~~the ~~December~~redemption ~~15,~~value ~~2020,~~approximates ~~including~~fair ~~interim periods within those fiscal years~~value. ~~The~~ ~~Company~~As ~~adopted~~a ~~ASU 2020-06 on January 1~~result, ~~2024.~~diluted ~~There~~income ~~was~~per noshare ~~material~~is ~~impact~~the onsame ~~its~~as ~~financial~~basic ~~position,~~loss ~~results~~per ofshare ~~operations~~for ~~or cash~~the ~~flows~~period presented.

In June 2022, the FASB issued ASU Topic 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 applies to both holders and issuers of equity and Equity-Linked Securities measured at fair value. The amendments in ASU 2022-03 are effective for the Company in fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company adopted ASU 2022-03 on January 1, 2024. There was no material impact on its financial position, results of operations or cash flows.

~~In December 2023~~Accordingly, ~~the~~basic ~~FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740) — Improvements to Income Tax Disclosures” (“ASU 2023-09”) in order to enhance the transparency~~ and ~~usefulness~~diluted of income ~~tax~~per ~~disclosures.~~Ordinary ~~The~~Share ~~guidance~~for ~~is applicable to all entities subject to income tax, and it will require disclosure of certain categories within~~ the ~~rate~~three ~~reconciliation~~months toended ~~improve consistency~~March ~~as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally~~31, ~~entities~~ ~~must~~2025 ~~disclose the amount of taxes paid to federal, state~~ and ~~foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15,~~ 2024. ~~The Company~~ is ~~currently~~calculated ~~evaluating~~as ~~the impact of its pending adoption of ASU 2023-09 on its financial position, results of operations or financial statement disclosure.~~follows:

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

	For the three months ended
	March 31, 2025				March 31, 2024
	Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares		Redeemable Ordinary Shares		Non-Redeemable Ordinary Shares
Basic and diluted net (loss)/income per share:
Numerator:
Allocation of net (loss)/income	$	12,229	$	63,070	$	123,190	$	118,905

Denominator:
Weighted-average shares outstanding		865,292		4,462,500		4,623,332		4,462,500
Basic and diluted net (loss)/income per share	$	0.01	$	0.01	$	0.03	$	0.03

Recent Accounting Standards

In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax, and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its financial position, results of operations or financial statement disclosure.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In March 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-02 “Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Company’s financial statements.

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

NOTE 3 – INITIAL PUBLIC OFFERING

On November 8, 2021, the Company completed its IPO of 15,000,000 Units at a price of $10.00 per Unit. The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 12, 2021, the Company closed on the underwriters’ full exercise of their over-allotment option which resulted in the sale of an additional 2,250,000 Units. The IPO and subsequent over-allotment exercise generated gross proceeds of $172,500,000.

Each Unit consists of one share of Class A Ordinary Shares and three-quarters of one redeemable Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Ordinary Shares at a price of $11.50 per share, subject to adjustment (see Note 910).

Following the closing of the IPO on November 8, 2021, and subsequent exercise of the over-allotment, an aggregate of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants in the IPO and over-allotment exercise was deposited into the Trust Account. As of ~~September~~March 3031, ~~2024~~2025, the net proceeds deposited into the Trust Account are invested in ~~an interest~~U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-~~bearing~~ended ~~demand~~investment ~~deposit~~company ~~account~~that holds itself out as a money market fund meeting the conditions of Rule 2a- 7 of the Investment Company Act, as determined by the Company.

NOTE 4 – PRIVATE PLACEMENT WARRANTS

The Sponsor and EarlyBirdCapital agreed to purchase an aggregate of 7,900,000 Private Placement Warrants (7,400,000 bought by the Sponsor, and 500,000 bought by EarlyBirdCapital) at a price of $1.00 per Private Placement Warrant in a ~~Private~~private ~~Placement~~placement that occurred simultaneously with the closing of the IPO. Simultaneously with the closing of the sale of the Over-Allotment Units on November 12, 2021, the Company completed an additional private sale of an aggregate of 900,000 warrants (the “Additional Private Placement Warrants”) to the Sponsor, which purchased 843,038 such warrants, and the underwriter, which purchased 56,962 such warrants. As a result of the IPO and subsequent over-allotment exercise, an aggregate of 8,800,000 Private Placement Warrants were sold (8,243,038 to the Sponsor and 556,962 to EarlyBirdCapital) for gross proceeds of $8,800,000.

Each whole Private Placement Warrant is exercisable for one whole share of Class A Ordinary Shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor have been 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 held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 5 – RELATED PARTY TRANSACTIONS

Founder Shares

In March 2021, the Sponsor paid $25,000 (approximately $0.006 per share) in consideration for 4,312,500 shares of Class B Ordinary Shares with par value of $0.0001. Up to 562,500 of these Founder Shares were subject to forfeiture by the Sponsor if the underwriter’s over-allotment option was not exercised, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the IPO. On November 12, 2021, the underwriter fully exercised the over- allotment option which resulted in the 562,500 shares no longer being subject to forfeiture.

The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares of Class A Ordinary Shares for cash, securities or other property.

On May 8, 2023, the Company issued an aggregate of 4,237,499 (the “Sponsor Shares”) of the Company’s Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of shares of Class B Ordinary Shares (the “Sponsor Conversion”). Combined with the ~~conversion of~~ Director ~~Shares~~Share conversion discussed below, the Sponsor Conversion left one (1) Class B Ordinary Share outstanding. These Sponsor Shares continue to hold the same legend as they did prior to their conversion. Accordingly, these shares are accounted for as Class A Ordinary Shares at their par value.

On January 3, 2025, the Sponsor consummated a distribution of its assets in accordance with its governing documents, which included the distribution of 4,237,499 Class A Ordinary Shares and one (1) Class B Ordinary Share and 8,243,038 Private Placement Warrants then held by the Sponsor to its constituent members (the “Sponsor Distribution”). Following the Sponsor Distribution, the Sponsor no longer holds any securities of the Company. In the Sponsor Distribution, Mr. Calvin Kung, the Chief Executive Officer and Director of the Company, received 25,000 Class A Ordinary Shares. Mr. Wang Chiu (Tommy) Wong, the Chief Financial Officer and Director of the Company, received 226,153 Class A Ordinary Shares, of which 15,000 Class A Ordinary Shares were distributed to Mr. Wong in his personal capacity and 211,153 Class A Ordinary Shares were distributed to Sun Tone Limited, for which Mr. Wong is the sole owner and director. Mr. Wong also received 464,964 Private Placement Warrants through Sun Tone Limited. While the recipients of the Company’s securities in the Sponsor Distribution agreed to remain subject to the lock-up restrictions, distributees who are not affiliates of the Company were not required to vote their shares in favor of the Company’s initial business combination, and a portion of the distributed shares may be released from such lock-up restrictions prior to the initial business combination in connection with applicable stock exchange listing requirements.

EarlyBirdCapital Founder Shares

In March 2021, the Company issued to EarlyBirdCapital and its designees an aggregate of 150,000 Class A Ordinary Shares (“EBC Founder Shares”) at a price of $0.0001 per share. The Company estimated the fair value of the EBC Founder Shares to be $870 based upon the price of the Founder Shares issued to the Sponsor. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The EBC Founder Shares have been deemed compensation by the Financial Industry Regulatory Authority ~~(“FINRA”)~~ and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the IPO pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the IPO, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the IPO except to any underwriter and selected dealer participating in the IPO and their officers or partners, associated persons or affiliates.

Director Shares

In October 2021, the Sponsor transferred 75,000 Founder Shares to the independent directors ~~of the Company~~ (“Director Shares”) at a price of $0.0001 per share. The Company estimated the fair value of the Director Shares to be $450,676 based upon the price of the Founder Shares issued to the Sponsor.

On May 8, 2023, the Company issued an aggregate of 75,000 Class A Ordinary Shares (together with the Sponsor Shares, the “Converted Class A Ordinary Shares”) to the ~~directors~~Directors and the holders of the Company’s 75,000 Class B Ordinary Shares upon the conversion of an equal number of shares of Class B Ordinary Shares (together with the Sponsor Conversion, the “Conversion”). On the same day, in connection with the closing of the Sunorange Investment, 61,875 of the Converted Class A Ordinary Shares held by the ~~directors~~ Directors were transferred to designees of Sunorange.

The conversion of these Director Shares from Class B to Class A was not the result of a Business Combination, and the Company has previously recognized $450,676 in expenses related to these Director Shares. As such, these shares will continue to be held at their book value.

Related Party Loans

In March 2021, the Sponsor issued an unsecured Promissory Note to the Company, pursuant to which the Company was permitted to borrow an aggregate principal amount of $250,000. The Promissory Note was non-interest bearing, and the Promissory Note was fully repaid as of November 8, 2021, upon the closing of the IPO.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor may, but is not obligated to, provide the Company with a Working Capital Loans. Any such loans would be on an interest-free basis. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. At the lender’s discretion, up to $1,500,000 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. On May 8, 2023, in connection with the Sunorange Investment, the outstanding balance under the existing Promissory Note was forgiven. This was deemed to be a benefit to the Company under SAB Topic 5T. In order to recognize this benefit, the Company de-recognized the outstanding Promissory Note and reclassified it to additional paid-in capital, as an in-substance capital contribution. As of September 30, 2024 and December 31, 2023, the Company had no outstanding borrowings under the Working Capital Loan, respectively.22

~~On June~~ 2,In ~~2023~~addition, ~~the~~in ~~Company~~order ~~issued~~to ~~the~~fund ~~June~~working ~~2023~~capital ~~Promissory~~deficiencies ~~Note~~or infinance ~~the~~transaction ~~aggregate~~costs ~~principal~~in ~~amount~~connection ofwith upa toBusiness $1Combination,~~200,000~~ to the Sponsor~~, which~~ ~~were~~or ~~deposited~~an ~~into~~affiliate ~~the~~of ~~Trust Account for~~ the ~~benefit~~Sponsor ofmay, ~~each~~but ~~Public~~is ~~Share~~not ~~that~~obligated ~~was~~to, ~~not~~provide ~~redeemed~~the inCompany ~~connection~~ with ~~the~~Working ~~Company’s May~~Capital 8,Loans. ~~2023~~Any ~~shareholder~~such ~~vote~~loans towould ~~approve~~be ~~the~~on ~~2023~~an ~~Extension~~interest-free basis. ~~The~~If ~~Sponsor~~the ~~agreed~~Company tocompletes ~~pay~~a ~~$100~~Business Combination,~~000~~ ~~per~~the ~~month~~Company ~~until~~may repay the ~~completion~~Working ofCapital anLoans ~~initial Business~~out ~~Combination,~~of ~~commencing~~the onproceeds ~~May~~of 8,the ~~2023~~Trust ~~and~~Account ~~continuing~~released ~~through~~to ~~May~~the ~~8, 2024~~Company. ~~The~~In ~~June~~the ~~2023~~event ~~Promissory~~that ~~Note~~a ~~bears~~Business noCombination ~~interest~~does ~~and is~~not ~~due~~close, ~~and~~the ~~payable~~Company ~~upon~~may ~~the~~use ~~earlier~~a toportion ~~occur~~ of ~~(i)~~proceeds held outside the ~~date~~Trust onAccount ~~which~~to repay the ~~Company~~Working ~~consummates~~Capital ~~its~~Loans, ~~Business~~but ~~Combination~~no ~~and~~proceeds ~~(ii)~~held in the ~~date that~~Trust ~~the~~Account ~~winding~~would upbe ofused to repay the ~~Company~~Working isCapital ~~effective~~Loans. At the ~~election~~lender’s ~~of the Sponsor~~discretion, up to $1,~~200~~500,000 of ~~the~~such ~~unpaid~~Working ~~principal~~Capital ~~amount~~Loans ofmay ~~the June~~be ~~2023~~convertible ~~Promissory~~into ~~Note~~warrants ~~may~~of bethe ~~converted~~post-Business ~~into~~Combination ~~Conversion~~entity ~~Warrants~~ at a ~~conversion~~ price of $1.00 per warrant. The ~~Conversion~~warrants ~~Warrants shall~~would be identical to the Private Placement Warrants. ~~issued~~On byMay ~~the~~8, ~~Company~~2023, atin ~~the~~connection ~~IPO.~~with ~~The~~the ~~Company~~Sunorange ~~has~~Investment, ~~determined that~~ the ~~fair~~outstanding ~~value~~balance ofunder the ~~June~~ ~~2023~~existing Promissory Note iswas ~~its~~forgiven. ~~face~~This ~~value~~was asdeemed ~~the~~to ~~note~~be ~~was~~a ~~not~~benefit ~~issued~~to ~~with~~the aCompany ~~substantial~~under ~~premium.~~SAB ~~The~~Topic ~~Sponsor~~5T. ~~funded~~In ~~the~~order ~~first~~to ~~three months~~recognize ofthis benefit, the ~~June~~Company ~~2023~~de-recognized the outstanding Promissory Note and reclassified it to additional paid-in ~~its~~capital, ~~first~~as ~~payment~~an in-substance capital contribution. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the ~~balance~~Company ~~outstanding on~~had ~~the~~no ~~June~~outstanding ~~2023~~borrowings ~~Promissory~~under ~~Note~~the ~~was~~Working ~~$1,100,000~~Capital ~~and $800~~Loan,~~000,~~ respectively.

On ~~November~~ 8June 2, 2023, the Company issued the ~~November~~June 2023 Promissory Note in the aggregate principal amount of up to $1,~~500~~200,000 to ~~Sunorange~~the ~~Investment~~Sponsor, which were deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the Company’s May 8, 2023 shareholder vote to approve the Extension. The ~~November~~ Sponsor agreed to pay $100,000 per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory Note isbears ~~non-~~no interest ~~bearing~~ and is due atand payable upon the earlier ofto ~~consummation~~occur of (i) the date on which the Company consummates its Business Combination orand ~~liquidation~~(ii) the date that the winding up of the Company is effective. ~~Prior~~ At the election of the Sponsor, up to $1,200,000 of the ~~November~~unpaid principal amount of the June 2023 Promissory Note ~~being~~may inbe ~~place,~~converted ~~related~~into ~~parties~~Conversion ~~were~~Warrants ~~making~~at ~~advances~~a conversion price of $1.00 per warrant. The Conversion Warrants shall be identical to the ~~Company~~Placement ~~and~~Warrants onissued ~~behalf~~by ofthe Company at the IPO. The Company ~~for~~ has determined that the ~~purposes~~fair value of ~~paying~~the ~~its~~June ~~vendors.~~2023 ~~All~~Promissory ~~advances~~Note ~~made~~is byits face value as the ~~related~~note ~~parties~~was ~~between~~not ~~May~~issued 8,with ~~2023~~a ~~and~~substantial ~~the~~premium. ~~date~~The ofSponsor ~~execution~~funded ~~are~~the ~~retroactively covered~~first bythree months of the ~~November~~June 2023 Promissory Note in its first payment. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~$1,193,961~~the ~~and $542,503, respectively, was~~ outstanding ~~under~~balance of the ~~November~~June 2023 Promissory Note was $1,100,000 and $1,100,000, respectively.

On ~~May~~ 15November 8, ~~2024~~2023, the Company issued the ~~May~~November ~~2024~~2023 Promissory Note in the ~~aggregate principal~~ amount of ~~up to~~ $~~225~~1,500,000 to ~~the~~Sunorange ~~Sponsor,~~Investment. ~~which were~~The ~~deposited~~November ~~into~~2023 ~~the~~Promissory ~~Trust~~Note ~~Account~~is ~~for~~non-interest bearing and is due at the ~~benefit~~earlier of ~~each~~consummation ~~Public~~of ~~Share~~the ~~that~~Business ~~was~~Combination ~~not~~or ~~redeemed~~liquidation. inPrior ~~connection~~to ~~with~~ the ~~May~~November 8,2023 ~~2024 shareholder~~Promissory ~~vote~~Note tobeing ~~approve~~in ~~the~~place, ~~May~~related ~~2024~~parties ~~Extension.~~were ~~The~~making ~~Sponsor~~advances ~~agreed~~ to ~~pay~~the ~~$37,500~~Company ~~per~~and ~~month~~on ~~until~~behalf of the ~~completion~~Company for the purposes of anpaying ~~initial~~its ~~Business Combination,~~vendors. ~~commencing~~All onadvances made by the related parties between May 8, ~~2024~~2023 and ~~continuing~~the ~~through~~date of execution are retroactively covered by the November 8,2023 ~~2024~~ Promissory Note. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~the~~ ~~balance~~$1,204,630 ~~outstanding~~and on$1,204,630, ~~the~~respectively, ~~May~~was ~~2024~~outstanding ~~Promissory~~under ~~Note~~the ~~was~~November ~~$187,500~~2023 ~~and~~Promissory ~~$0, respectively~~Note.

On ~~November~~ 11May 15, 2024, the Company issued the ~~November~~May 2024 Promissory Note in the aggregate principal amount of up to $~~259~~225,~~588~~ 000 to the Sponsor, which ~~will~~were be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the ~~November~~May 8, 2024 shareholder vote to approve the May 2024 Extension. The Sponsor agreed to pay $4337,~~264.60~~ 500 per month until the completion of an initial Business Combination, commencing on ~~November~~May 8, 2024 and continuing through ~~May~~November 8, ~~2025~~2024. ~~The November~~As ~~2024~~of ~~Note~~March ~~bears~~31, no2025 ~~interest~~ and isDecember ~~due~~31, ~~and~~2024, ~~payable upon~~ the ~~earlier~~balance tooutstanding ~~occur of (i) the date~~ on ~~which we consummate our Business Combination and (ii)~~ the ~~date~~May ~~that~~2024 ~~our~~Promissory ~~winding~~Note upwas ~~is effective. As of November 29~~$225,000 ~~2024,~~and ~~the Company had deposited~~ $43225,~~320 (including $55.40 of applicable~~000, ~~interest) into the Company’s Trust Account~~respectively.

On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $43,264 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates our Business Combination and (ii) the date that the winding up of the Company is effective. As of March 31, 2025 and December 31, 2024, the balance outstanding on the November 2024 Promissory Note was $173,612 and $43,264, respectively.

Administrative Services Agreement

Commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange, the Company has committed to pay a total of $3,000 per month to the Sponsor for office space, utilities and administrative support services. This administrative service arrangement will terminate upon completion of the Business Combination or liquidation of the Company. AsThis ~~of September 30, 2024, the Company has accrued $83,600 under the agreement in Due to related party and expensed $9,000 and $27,000 in Operating, general and~~ administrative ~~expenses~~ ~~for~~service ~~the~~arrangement ~~three~~was ~~and~~terminated ~~nine~~as ~~month periods then ended. As~~ of ~~December~~September 3130, ~~2023, the Company had accrued $56,600 under the agreement in Due to related party~~2024.

21NOTE 6 – PROMISSORY NOTE – THIRD PARTY

~~NOTE 6~~ ~~—PROMISSORY~~On ~~NOTE~~January 26, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of up to $1,500,000 to Scage for the Company’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Company and the Company’s liquidation. As of March 31, 2025 and December 31, 2024, $316,520 and $316,520 was outstanding under the January 2024 Promissory Note.

~~On January~~NOTE ~~26,~~7 ~~2024,~~– ~~the~~INVESTMENTS ~~Company~~HELD ~~issued~~IN anTRUST unsecured promissory note in the aggregate principal amount of up to $1,500,000 to Scage for the Company’s working capital needs. The January 2024 Promissory Note does not bear interest and matures upon the earlier of the closing of an initial Business Combination by the Company and the Company’s liquidation. As of September 30, 2024, $200,000 was outstanding under the January 2024 Promissory Note.ACCOUNT

~~NOTE 7~~ ~~—INVESTMENTS~~As ~~HELD~~of INMarch ~~TRUST~~31, ~~ACCOUNT~~2025, investments in the Company’s Trust Account consisted of $10,420,304 in an interest-bearing demand deposit account. The following tables present information about the Company’s assets measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024:

As of September 30, 2024, investments in the Company’s Trust Account consisted of $26,126,773 in an interest-bearing demand deposit account.

March 31, 2025

Quoted Prices

in Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Other

Observable

Inputs

(Level 3)

Cash in demand deposit account

10,420,304

NOTE 8 – COMMITMENTS AND CONTINGENCIES

December 31,

2024

Quoted Prices

in Active

Markets

(Level 1)

Significant

Other

Observable

Inputs

(Level 2)

Significant

Other

Observable

Inputs

(Level 3)

Cash in demand deposit account

10,208,877

NOTE 8 – SEGMENT INFORMATION

The CODM assesses performance for the single segment and decides how to allocate resources based on net (loss) income that also is reported on the statements of operations as net (loss) income. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net (loss) income and total assets, which include the following:

As of

March 31,
2025

As of

December 31,
2024

Cash

99,772

769

Investments held in Trust Account

10,420,304

10,208,877

	For the three months ended March 31,
	2025		2024
Operating, general and administrative expenses	$	5,793	$	321,203
Interest earned on Investments held in Trust Account		81,079		563,129

The CODM reviews interest earned on the investments held in the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operating, general and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure that enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure that costs are aligned with all agreements and budget. Operating, general and administrative expenses as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net (loss) income are reported on the statements of operations and described within their respective disclosures.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares and Private Placement Warrants (and any shares of Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A Ordinary Shares). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company ~~will~~agreed to bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option from the date of the IPO to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully exercised this option which closed subsequent to the IPO.

EarlyBirdCapital earned an underwriting discount of $0.20 per Unit, or $3,450,000 in the aggregate, upon the closing of the IPO and subsequent exercise of the full over-allotment option.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services solely in the event of consummation of the Business Combination in an amount equal to 1.75%, or $3,018,750) of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable). ~~This~~ ~~fee~~As ~~will~~of ~~become~~the ~~payable~~date tothat ~~EarlyBirdCapital~~the ~~upon~~unaudited ~~consummation~~condensed offinancial ~~the~~statements ~~Business~~are ~~Combination.~~issued, No$3,018,750 ~~liability~~and ~~will~~$2,208 bewere recorded ~~for~~in ~~such fee~~service ~~until~~fees itand ~~becomes~~interest ~~probable~~expenses ~~that~~related ~~the~~to ~~fee~~this ~~will be paid~~agreement.

Consulting Agreement

The Company has engaged a third-party consultant to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of at least $3,500,000 if the Company consummates a Business Combination. No expense has been recorded in the ~~accompanying~~financial ~~unaudited~~statements ~~condensed~~related to this agreement. No expense has been recorded in the financial statements related to this agreement, nor is any due. As of May 8, 2023, this agreement was terminated.

22 On August 29, 2023, the Company engaged a third-party consultant to provide the Company with an introduction to potential targets for its Business Combination. Pursuant to the terms of the agreement, the Company has agreed to pay a contingent fee of 0.5% of the implied enterprise value of the target if the Company consummates a Business Combination. On October 13, 2024, the agreement was amended and restated to, among other things, reduce the contingent fee to 0.05%. As of the date that the unaudited condensed financial statements are issued, $400,000 was recorded in service fees related to this agreement.

Legal Agreement

The Company has engaged a third-party legal firm to provide the Company with assistance in various aspects of any potential Business Combination. Pursuant to the terms of the agreement, the Company has agreed to contingent payments upon the achievement of certain milestones. ~~As of~~This ~~September~~administrative ~~30,~~service ~~2024,~~arrangement ~~the~~was ~~Company~~terminated ~~has~~as ~~incurred~~of ~~and~~September ~~paid roughly $20~~30,~~000~~ ~~related to this agreement~~2024. ~~An additional $90,000 could be earned by the legal firm as outlined in the contractual milestones. The remaining milestones are not yet considered probable and as such have not been accrued for.~~

~~NOTE 9 – SHAREHOLDERS’ DEFICIT~~26

~~Preference Shares~~NOTE 10 – SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, 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 preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 shares of Class A Ordinary Shares with a par value of $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share. As of March 31, 2025 and December 31, 2024, there were 4,462,499 shares of Class A Ordinary Shares issued and outstanding (excluding 865,292 shares subject to possible redemption).

Class B Ordinary Shares — The Company is authorized to issue ~~500~~50,000,000 shares of Class AB Ordinary Shares with a par value of $0.0001 per share. ~~Holders of Class A Ordinary Shares are entitled to one vote for each share.~~ As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there ~~were~~was ~~4,462,499~~one ~~shares~~ share of Class AB Ordinary Shares issued and outstanding ~~(excluding 2,248,506 and 4,623,332 shares subject to possible redemption), respectively~~.

Class B Ordinary Shares

The Company is authorized to issue 50,000,000 shares of Class B Ordinary Shares with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there was one Class B Ordinary Shares issued and outstanding.

Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law. Under the terms of the Sunorange Investment, the Class B Ordinary Shares were converted to Class A Ordinary Shares although the Sponsor will retain at least one Class B Ordinary Share.

Any Founder Shares outstanding at the time of the Business Combination will automatically convert into shares of Class A Ordinary Shares on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A 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 a Business Combination, the ratio at which shares of Class B Ordinary Shares shall convert into shares of Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding shares of 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 shares of Class B Ordinary Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Ordinary ~~shares~~Shares outstanding upon the completion of the IPO plus all shares of Class A Ordinary Shares and Equity-Linked Securities issued or deemed issued in connection with a Business Combination (excluding any shares or Equity-Linked Securities issued, or to be issued, to any seller in a Business ~~combination~~Combination).

23 Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share of the Company at a price of $11.50 per share.

Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the IPO and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A Ordinary Shares upon exercise of a warrant unless the share of Class A Ordinary Shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.27

~~Redemption~~ The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Ordinary Shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A Ordinary Shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, if (x) the Company issues additional Class A Ordinary Shares or Equity-Linked Securities for capital raising purposes in connection with the closing of the Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (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 our Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then 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 $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO.

~~NOTE 10 — SUBSEQUENT EVENTS~~28

~~The Company~~NOTE ~~evaluated~~11 ~~subsequent~~– ~~events~~SUBSEQUENT and transactions that occurred after the accompanying condensed balance sheets date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than those described below, that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.EVENTS

~~On October~~The ~~31,~~Company ~~2024,~~evaluated ~~the~~subsequent ~~parties~~events toand ~~the~~transactions ~~Business~~that ~~Combination~~occurred ~~Agreement~~after ~~entered~~the ~~into~~balance ~~the~~sheet ~~Second~~date ~~Amendment~~up to ~~Business~~November ~~Combination~~19, ~~Agreement (the~~2025. ~~“Second~~Based ~~Amendment”),~~upon ~~pursuant~~this toreview ~~which~~ the ~~parties~~Company ~~agreed~~did tonot ~~extend~~identify ~~the~~any ~~Outside~~subsequent ~~Date~~events, ~~(as~~other ~~defined~~than inthose ~~the~~described ~~Business~~below, ~~Combination Agreement)~~that ~~from~~would ~~October~~have ~~31,~~required ~~2024~~adjustment toor ~~March~~disclosure ~~31,~~in ~~2025~~the financial statements.

On ~~October~~ 13April 2, ~~2024~~2025, the ~~Company’s~~parties ~~third-party~~to ~~agreement~~the ~~with~~Business 3ACombination ~~Partners~~Agreement ~~Limited, initially~~ entered into onthe ~~August~~Third ~~29,~~Amendment ~~2023~~to the Business Combination Agreement (the “Third Amendment”), ~~was amended~~pursuant ~~and~~to ~~restated~~which the parties agreed to, ~~among~~extend ~~other~~the ~~things,~~Outside ~~reduce~~Date (as defined in the ~~contingent~~Business ~~fee~~Combination Agreement) from March 31, 2025 to ~~0.05%.~~July 31, 2025.

On ~~November~~ 8May 6, ~~2024~~2025, the Company ~~received~~held ~~written~~an ~~notice~~extraordinary ~~(the~~general ~~“Notice~~meeting ~~Letter”)~~of ~~from~~shareholders ~~the Nasdaq Hearings Panel~~ (the “~~Hearing~~May ~~Panel”)~~2025 ~~indicating that the Hearing Panel had determined to delist its securities from The Nasdaq Stock Market LLC (“Nasdaq~~EGM”) ~~and that trading in the Company’s securities would be suspended at the open of trading on November 12, 2024 due~~ to ~~its~~approve ~~failure to satisfy~~ the ~~terms~~extension of the ~~Hearing~~date ~~Panel’s~~by ~~July~~which ~~3, 2024 decision (~~the ~~“Decision”). Pursuant to the terms of the Decision, amongst other things, the~~ Company ~~was~~has ~~required~~ to ~~close~~consummate ~~its~~an initial business combination ~~(the “Business~~from ~~Combination”)~~May ~~with~~8, an2025 ~~operating entity and the combined entity was required~~ to ~~evidence~~November ~~compliance with the criteria for initial listing on Nasdaq~~8, ~~including~~2025 (the ~~applicable~~“Fourth ~~holders~~Extension ~~requirement, by November 4, 2024~~Amendment”). OnShareholders ~~November~~holding 6742,834 ~~2024,~~Class ~~the Company~~A ~~notified~~Ordinary ~~the~~Shares ~~Hearing~~exercised ~~Panel~~their ~~that~~right ~~it would not be able~~ to ~~close~~redeem ~~its~~such ~~Business~~shares ~~Combination~~for bya ~~the~~pro ~~Hearing~~rata ~~Panel’s~~portion ~~November 4,~~of ~~2024 deadline. Accordingly,~~ the ~~Hearing~~funds ~~Panel~~in ~~has~~our ~~determined~~Trust toAccount ~~delist~~ (the ~~Company’s~~“May ~~securities~~2025 ~~from~~Redemption”). ~~Nasdaq~~These asshares ~~set~~were ~~forth~~redeemed ~~in the~~for ~~Notice~~approximately ~~Letter~~$12.18 ~~Following~~per ~~suspension~~share offor ~~trading~~a ontotal ~~Nasdaq,~~redemption ~~the~~value ~~Company’s~~paid ~~units,~~from ~~Class A ordinary shares and warrants are eligible to trade on~~ the ~~OTC~~Trust ~~Markets~~Account ~~under~~of ~~the~~approximately ~~tickers~~$9.0 ~~“FNVUF,” “FNVTF,” and “FNVWF,” respectively~~million.

On ~~November~~June 527, ~~2024~~2025, the Company ~~announced~~and ~~that~~Scage itconsummated ~~has agreed to waive its right to withdraw $50,000 out of up to $100,000 of interest accrued on~~ the ~~Company’s~~Business ~~trust~~Combination ~~account~~contemplated toby ~~pay dissolution expenses, should~~ the ~~Company~~Business ~~ultimately~~Combination ~~liquidate prior to an initial business combination (the “Dissolution Expense Waiver”). As a result~~Agreement, with the Company ~~will~~surviving ~~not withdraw up to $50,000 out of up to $100,000 of interest,~~ as ~~permitted~~a bywholly ~~its~~owned ~~amended~~subsidiary ~~and restated memorandum and articles~~ of ~~association, for such dissolution expenses upon liquidation~~Scage. IfOn ~~the~~June ~~Extension is approved by shareholders and implemented by the Company~~30, ~~only up to $50~~2025,~~000 of~~ ~~interest, to~~ the ~~extent~~American ~~accrued,~~Depositary ~~will~~Shares be released to the Company to pay dissolution expenses, and the balance of any interest then-accrued will be held in the trust account and will be released to public shareholders upon the earliest to occur of (i“ADSs”) ~~the~~and ~~redemption of~~ the ~~Public~~ ~~Shares~~assumed inwarrants ~~connection with a vote seeking to amend the provisions~~ of ~~our~~Scage ~~amended~~commenced ~~and~~trading ~~restated~~on ~~memorandum~~Nasdaq ~~and~~under ~~articles of association, as amended, (ii)~~ the ~~completion~~symbols of“SCAG” ~~the Company’s initial business combination~~ and ~~(iii) the redemption of 100% of the Public Shares if the Company is unable to complete its initial business combination by May 8~~“SCAGW,” ~~2025 or such earlier date as determined by the Company’s board of directors~~respectively.

On November 6, 2024, the Company held an extraordinary general meeting of shareholders (the “November 2024 EGM”) to amend its Amended and Restated Memorandum to approve an extension of its termination date from November 8, 2024 to May 8, 2025 (the “November 2024 Extension”). Shareholders holding 1,383,214 shares of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $16.16 million (approximately $11.68 per share) was removed from the Trust Account to pay such holders.29

On November 11, 2024, the Company issued the November 2024 Note in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. The Sponsor agreed to pay $43,264.60 per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of November 29, 2024, the Company had deposited $43,320 (including $55.40 of applicable interest) into the Company’s Trust Account.

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

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended ~~September 30~~March 31, ~~2024~~2025 (this “Report”) including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the ~~unaudited condensed~~ financial statements and the notes thereto ~~included~~contained elsewhere in this Report ~~under “Item 1~~. ~~Financial Statements.”~~

Overview

We are a blank check company incorporated in the Cayman Islands on March 15, 2021 and formed for the purpose of entering into a Business Combination with one or more businesses. We consummated our Initial Public Offering on November 8, 2021 and the Scage Business Combination on June 27, 2025 with the Company surviving as a wholly owned subsidiary of Scage. On June 30, 2025, the ADSs and the assumed warrants of Scage commenced trading on Nasdaq under the symbols “SCAG” and “SCAGW,” respectively.

We completed the sale of 15,000,000 ~~consummated~~Units ~~our~~at ~~Initial~~$10.00 ~~Public~~per ~~Offering~~Unit on November 8, 2021. ~~and~~Simultaneously ~~are~~with ~~currently~~the inclosing of the ~~process~~Initial Public Offering, we completed the sale of 7,900,000 ~~consummating~~Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor as well as to EarlyBirdCapital, generating gross proceeds of $7,900,000 from the ~~Scage~~sale ~~Business~~of ~~Combination~~the Private Placement Warrants.

~~The~~On November 12, 2021, we closed ~~issuance~~on the full exercise of ~~additional~~the ~~shares~~underwriters’ over-allotment option, which resulted in the sale of an ~~initial~~additional ~~Business~~2,250,000 ~~Combination:~~Units for additional gross proceeds to us of $22,500,000 and aggregate IPO and over-allotment gross proceeds of $172,500,000. Simultaneously with the exercise of the over-allotment option, the Sponsor purchased an additional 900,000 Private Placement Warrants, which resulted in additional gross proceeds of $900,000 and aggregate private placement proceeds from the IPO and over-allotment of $8,800,000.

■Following ~~may significantly dilute~~ the ~~equity~~closing ~~interest~~ of ~~investors in~~ the ~~Initial~~IPO ~~Public~~on ~~Offering~~November 8, ~~which~~2021 ~~dilution~~and ~~would~~the ~~increase~~subsequent ifexercise of the ~~anti~~over-~~dilution~~allotment ~~provisions~~option, in$175,950,000 ~~our~~($10.20 ~~Class~~per BUnit) ~~Ordinary~~from ~~Shares~~the ~~resulted~~net inproceeds of the ~~issuance~~sale of ~~our~~the ~~Class~~Units Ain ~~Ordinary~~the ~~Shares~~IPO onand athe ~~greater~~sale ~~than~~of ~~one-to-one~~the ~~basis~~Private ~~upon~~Placement ~~conversion~~Warrants ofwas ~~our~~placed ~~Class~~in Bthe ~~Ordinary~~Trust ~~Shares;~~Account, ■located ~~may~~in ~~subordinate~~ the ~~rights~~United States ofat ~~holders~~a ofnationally ~~our~~recognized ~~Class~~financial Ainstitution, ~~Ordinary~~with ~~Shares~~Continental ifacting ~~shares~~as oftrustee ~~preferred~~and ~~shares~~until ~~are~~November ~~issued~~2, ~~with~~2023 ~~rights~~invested ~~senior~~only in toin ~~those~~United ~~afforded~~States ~~our~~“government ~~Class~~securities” Awithin ~~Ordinary~~the ~~Shares;~~meaning ■of ~~could~~Section ~~cause~~ 2(a)(16) ~~change~~of inthe ~~control~~Investment ifCompany aAct ~~substantial~~having ~~number~~a maturity of ~~shares~~185 ofdays ~~our~~or ~~Class~~less Aor ~~Ordinary~~in ~~Shares~~money ~~are~~market ~~issued,~~funds ~~which~~meeting ~~may~~certain ~~affect,~~conditions ~~among~~under ~~other~~Rule ~~things,~~2a-7 ~~our~~promulgated ~~ability~~under tothe ~~use~~Investment ~~our~~Company Act ~~net~~which ~~operating~~invest ~~loss~~only ~~carry~~in ~~forwards,~~direct ifU.S. ~~any,~~government ~~and~~treasury ~~could~~obligations. ~~result~~Pursuant into the ~~resignation~~Trust orAgreement, ~~removal~~the oftrustee ~~our~~will ~~present~~not ~~officers~~be ~~and~~permitted to ~~directors;~~invest ■in ~~may~~other ~~have~~securities ~~the effect of delaying~~ or ~~preventing~~assets. aAs ~~change~~ of ~~control~~November of2, us2023, ~~by diluting~~ the ~~share~~funds ~~ownership~~in orthe ~~voting~~Trust ~~rights~~Account ofwere amoved ~~person seeking~~ to ~~obtain~~an ~~control~~interest-bearing ofdemand deposit ~~us; and ■ may adversely affect prevailing market prices for our Class A Ordinary Shares and/or Warrants~~account.

~~Similarly, if we issue debt securities, or otherwise incur significant debt, it could result in:~~30

■ default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; ■ acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of such covenants; ■ our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

■ our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; ■ our inability to pay dividends on our ordinary or preferred shares; ■ using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Ordinary Shares if declared and our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes; ■ limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; ■ increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and ■ limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and for other purposes, and other disadvantages compared to our competitors who have less debt.

Initial Public Offering

We completed the sale of 15,000,000 Units at $10.00 per Unit on November 8, 2021. Simultaneous with the closing of the Initial Public Offering, we completed the sale of 7,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a Private Placement to our Sponsor as well as to EarlyBirdCapital, generating gross proceeds of $7,900,000 from the sale of the Private Placement Warrants.

On November 12, 2021, we closed on the full exercise of the underwriters’ over-allotment option, which resulted in the sale of an additional 2,250,000 Units for additional gross proceeds to us of $22,500,000 and aggregate IPO and over-allotment gross proceeds of $172,500,000. Simultaneously with the exercise of the over-allotment, the Sponsor purchased an additional 900,000 Private Placement Warrants, which resulted in additional gross proceeds of $900,000 and aggregate Private Placement proceeds from the Initial Public Offering and over-allotment of $8,800,000.

The SEC has adopted new rules and regulations for special purpose acquisition companies (“SPACs”), which became effective on July 1, 2024 (the “2024 SPAC Rules”). The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to complete our initial Business Combination and may increase the costs and time related thereto.

Sunorange Investment

On April 27, 2023, we entered into the Investment Agreement with the Sponsor and Sunorange, pursuant to which Sunorange and its designees shall acquire partnership interests in the Sponsor and Class B Ordinary Shares directly held by certain of our directors, which combined interests will entitle Sunorange to receive, in the aggregate, the Insider Securities, consisting of 3,557,813 Class B Ordinary Shares and 6,160,000 Private Placement Warrants, and we shall introduce a change in Management and the Board as follows: (i) Calvin Kung ~~shall replace~~replaced David Gershon as Chairman of the Board and Chief Executive Officer and Wang Chiu (Tommy) Wong ~~shall~~replaced ~~replace~~ Ron Golan as Chief Financial Officer and director on the Board, effective upon closing of the Sunorange Investment; (ii) Jonathan Ophir and Uri Chaitchik ~~shall~~ ~~tender~~tendered their resignations as Chief Investment Officer and Senior Consultant, respectively, effective upon closing of the Sunorange Investment; and (iii) Mitch Garber, Gustavo Schwed and Nadav Zohar ~~shall~~tendered ~~tender~~ their resignations as directors, ~~to be~~ effective upon expiration of the Waiting Period and whose vacancies were ~~shall be~~ filled by New Management.

On May 8, 2023, we completed the closing of the Sunorange Investment after our shareholders approved of certain proposals at the 2023 EGM, and after certain closing conditions were met, including but not limited to: (i) a minimum of $30 million remaining in the Trust Account after accounting for all redemptions in connection with the 2023 EGM; (ii) us obtaining or extending a directors and officers insurance policy on terms satisfactory to the parties; (iii) the conversion of Class B Ordinary Shares into Class A Ordinary Shares as needed to retain shareholders and meet continued listing requirements of Nasdaq in the event that the 2023 Extension iswas approved; (iv) the amendment of the Sponsor’s existing limited partnership agreement; (v) the transfer of 61,875 Class B Ordinary Shares from certain of our directors to Sunorange or its designees and (vi) the cancellation of the outstanding Working Capital Loan from the Sponsor and the reduction of certain advisory fees to be due upon the closing of an initial Business Combination.

In connection with the closing of the Sunorange Investment, on May 8, 2023, Sunorange caused $300,000 to be deposited into the Trust Account to support the first three months of the 2023 Extension. Sunorange has agreed to deposit into the Trust Account an additional $100,000 for each successive month, or portion thereof, that is needed by us to complete an initial Business Combination until May 8, 2024. As of March 31, 2025, $1,200,000 had been deposited into the Trust Account in support of the 2023 Extension.

~~On May~~2023 15, 2024, the Company issued the May 2024 Promissory Note in the aggregate principal amount of up to $225,000 to the Sponsor, which were deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the May 8, 2024 shareholder vote to approve the May 2024 Extension. ~~The Sponsor agreed to pay $37,500 per month until the completion~~ of anour ~~initial Business~~ Combination, ~~commencing on May 8, 2024 and continuing through November 8, 2024.~~Period

AsOn May 8, 2023, we held the 2023 EGM to amend our Amended and Restated Memorandum to: (i) approve the 2023 Extension and (ii) to entitle holders of ~~September~~Class 30B Ordinary Shares to convert such shares into Class A Ordinary Shares prior to the closing of an initial Business Combination at the election of the holder. There were 21,712,500 ~~2024~~of our Ordinary Shares issued and outstanding on April 14, $12023,~~387~~ the record date for the 2023 EGM. At the 2023 EGM,~~500~~ ~~has~~there ~~been~~were ~~deposited~~14,402,264 ~~into~~ordinary shares present in person or by proxy, representing approximately 66.33% of the total Ordinary Shares outstanding as of the record date, which constituted a quorum. Shareholders holding 12,626,668 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. inThese ~~support~~shares were redeemed for approximately $10.50 per share for a total redemption value paid from the Trust Account of approximately $132,616,922. In connection with the 2023 ~~Extension~~EGM and pursuant to the Investment Agreement, Sunorange agreed to contribute to us loans of the lesser of (i) $100,000 or (ii) $0.033 for each Public Share that is not redeemed for each calendar month (commencing on May 8, 2023 and ending on the 8th day of each subsequent month), or portion thereof, that is needed by us to complete an initial Business Combination until May ~~2024~~8, ~~Extension~~2024.

On June 2, 2023, we issued the June 2023 Promissory Note, which were deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with our May 8, 2023 shareholder vote to approve the 2023 Extension. The Sponsor agreed to pay $100,000 per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory ~~Extensions~~Note bears no interest and is due and payable upon the earlier to occur of ~~Our~~(i) the date on which we consummate our Business Combination and ~~Period~~(ii) the date that our winding up is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the June 2023 Promissory Note may be converted into Conversion Warrants at a conversion price of $1.00 per Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by us at the IPO. We have determined that the fair value of the June 2023 Promissory Note is its face value as the note was not issued with a substantial premium. The Sponsor funded the first three months of the June 2023 Promissory Note in its first payment. As of March 31, 2025 and December 31, 2024, the outstanding balance of the June 2023 Promissory Note was $1100,000 and $1,100,000, respectively, and no interest was accrued.

~~November 2024 Extension~~31

On November 6, 2024, we held an extraordinary general meeting of shareholders (the “November 2024 EGM”) to amend our Amended and Restated Memorandum to approve an extension of the Company’s termination date from November 8, 2024 to May 8, 2025 (the “November 2024 Extension”). Shareholders holding 1,383,214 shares of the Company’s Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $16.16 million (approximately $11.68 per share) was removed from the Trust Account to pay such holders.

On November 11, 2024, we issued a promissory note (the “November 2024 Note”) in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the November 2024 Extension. We will deposit $43,264.60 per month into the Trust Account, which equates to approximately $0.05 per remaining Public Share, for each calendar month (commencing on November 8, 2024 and ending on the 7th day of each subsequent month) until May 8, 2025, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $259,588. As of November 29, 2024, the Company had deposited $43,320 (including $55.40 of applicable interest) into the Company’s Trust Account.

May 2024 Extension

On May 2, 2024, we held an extraordinary general meeting of shareholders in lieu of an annual general meeting (the “May 2024 EGM”) to amend our Amended and Restated Memorandum to approve the May 2024 Extension.

Shareholders holding 2,374,826 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. These shares were redeemed for approximately $11.33 per share for a total redemption value paid from the Trust Account of approximately $26,907,976.

In connection with the May 2024 EGM, Sunorange agreed to contribute to us loans of the lesser of (i) $37,500 or (ii) $0.025 for each Public Share that is not redeemed for each calendar month (commencing on May 8, 2024 and ending on the 8th day of each subsequent month), or portion thereof, that was needed by us to complete an initial Business Combination until November 8, 2024.

On May 15, 2024, we issued the May 2024 Promissory Note in the aggregate principal amount of up to $225,000 to the Sponsor, which should be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with our May 8, 2024 shareholder vote to approve the May 2024 Extension. The Sponsor agreed to pay $37,500 per month until the completion of an initial Business Combination, commencing on May 8, 2024 and continuing through November 8, 2024. The May 2024 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of September 30, 2024, an aggregate of $1,387,500 was deposited into the Trust Account to support the 2023 Extension and May 2024 Extension on behalf of the Company. As of September 30, 2024 and October 15, 2024, the outstanding balance of the May 2024 Promissory Note was $187,500 and $225,000, respectively, and no interest was accrued.

2023 Extension of Our Combination Period

On May 8, 2023, we held the 2023 EGM to amend our Amended and Restated Memorandum to: (i) approve the 2023 Extension and (ii) to entitle holders of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares prior to the closing of an initial Business Combination at the election of the holder.

There were 21,712,500 of our Ordinary Shares issued and outstanding on April 14, 2023, the record date for the 2023 EGM. At the 2023 EGM, there were 14,402,264 ordinary shares present in person or by proxy, representing approximately 66.33% of the total Ordinary Shares outstanding as of the record date, which constituted a quorum.

Shareholders holding 12,626,668 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account. These shares were redeemed for approximately $10.50 per share for a total redemption value paid from the Trust Account of approximately $132,616,922.

In connection with the 2023 EGM and pursuant to the Investment Agreement, Sunorange agreed to contribute to us loans of the lesser of (i) $100,000 or (ii) $0.033 for each Public Share that is not redeemed for each calendar month (commencing on May 8, 2023 and ending on the 8th day of each subsequent month), or portion thereof, that was needed by us to complete an initial Business Combination until May 8, 2024.

On June 2, 2023, we issued the June 2023 Promissory Note in the aggregate principal amount of up to $1,200,000 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with our May 8, 2023 shareholder vote to approve the 2023 Extension. The Sponsor agreed to pay $100,000 per month until the completion of an initial Business Combination, commencing on May 8, 2023 and continuing through May 8, 2024. The June 2023 Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. At the election of the Sponsor, up to $1,200,000 of the unpaid principal amount of the June 2023 Promissory Note may be converted into Conversion Warrants at a conversion price of $1.00 per Warrant. The Conversion Warrants shall be identical to the Private Placement Warrants issued by us at the IPO. We have determined that the fair value of the June 2023 Promissory Note is its face value as the note was not issued with a substantial premium. The Sponsor funded the first three months of the June 2023 Promissory Note in its first payment. As of December 31, 2023 and September 30, 2024, the outstanding balance of the June 2023 Promissory Note was $800,000 and $1,100,000, respectively, and no interest was accrued.

Founder Share Conversion

On May 8, 2023, following the approval of the Conversion Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate of 4,~~237~~312,499 ~~Founder~~Class A Ordinary Shares to the Sponsor and our former independent directors Mitch Garber, Nadav Zohar and Gustavo Schwed upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor and our former independent directors Mitch Garber, Nadav Zohar and Gustavo Schwed as Founder Shares (the “Founder Share Conversion”). Also on May 8, 2023, we issued an aggregate of 75,000 Class A Ordinary Shares to our former independent directors and the holders of our 75,000 Class B Ordinary Shares upon the conversion of an equal number of shares of Class B Ordinary Shares. On the same day, in connection with the closing of the Sunorange Investment, the Class A Ordinary Shares held by the directors were transferred to designees of Sunorange. The Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, 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 Registration Statement on Form S-1 initially filed with the SEC on October 15, 2021, as amended, and declared effective on November 3, 2021 (File No. 333-260261) (the “IPO Registration Statement”). Following the Founder Share Conversion, there were 9,085,831 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Share Conversion, the Sponsor and certain designees of Sunorange hold, in the aggregate, approximately 47.5% of our Class A Ordinary Shares that are outstanding.

~~Also~~On January 3, 2025, the Sponsor onconsummated ~~May~~a distribution of its assets in accordance with its governing documents, which included the distribution of 4,237,499 Class A Ordinary Shares, one (1) Class B Ordinary Share and 8,243,038 ~~2023~~Private Placement Warrants then held by the Sponsor to its constituent members (i.e., wethe ~~issued~~Sponsor anDistribution). ~~aggregate~~Following the Sponsor Distribution, the Sponsor no longer holds any of 75our securities. In the Sponsor Distribution, Mr. Calvin Kung, our Chief Executive Officer and Director, received 25,000 Class A Ordinary Shares. toMr. Wang Chiu (Tommy) Wong, our ~~former~~Chief ~~independent~~Financial ~~directors~~Officer and ~~the~~Director, ~~holders~~received 226,153 Class A Ordinary Shares, of ~~our~~which 7515,000 Class BA Ordinary Shares were ~~upon~~distributed ~~the~~to ~~conversion~~Mr. ofWong anin ~~equal~~his ~~number~~personal ofcapacity ~~shares~~and of211,153 Class BA Ordinary Shares were distributed to Sun Tone Limited, for which Mr. OnWong is the ~~same~~sole ~~day~~owner and director. Mr. Wong also received 464,964 inPrivate ~~connection~~Placement ~~with~~Warrants through Sun Tone Limited. While the recipients of our securities in the ~~closing~~Sponsor ofDistribution agreed to remain subject to the ~~Sunorange~~lock-up ~~Investment~~restrictions, ~~the~~distributees ~~Class~~who Aare ~~Ordinary~~not affiliates ~~Shares~~of ~~held~~us byare not required to vote their shares in favor of our initial business combination, and a portion of the ~~directors~~distributed shares ~~were~~may ~~transferred~~be released from such lock-up restrictions prior to ~~designees~~the ofinitial ~~Sunorange~~business combination in connection with applicable stock exchange listing requirements.

The Class A Ordinary Shares issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Share Conversion, 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 our Registration Statement on Form S-1 initially filed with the SEC on October 15, 2021, as amended, and declared effective on November 3, 2021 (the “IPO Registration Statement”). Following the Conversion, there were 9,085,831 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Share Conversion, the Sponsor and certain designees of Sunorange hold, in the aggregate, approximately 47.5% of our Class A Ordinary Shares that are outstanding.

Scage Business Combination

On August 21, 2023, we entered into the ~~Scage~~ Business Combination Agreement with Pubco, ~~First~~Hero ~~Merger Sub~~1, ~~Second~~an ~~Merger~~exempted ~~Sub~~company ~~and~~incorporated ~~Scage. The~~with ~~Scage~~limited ~~Business~~liability ~~Combination~~in ~~Agreement was unanimously approved by our Board of Directors. If~~ the ~~Scage~~Cayman ~~Business Combination Agreement~~Islands ~~is approved by our stockholders,~~ and ~~the Scage Business Combination is consummated, (i) First Merger Sub will merge with and into Scage, with Scage surviving the First Merger as~~ a wholly-owned subsidiary of Pubco, ~~and~~Hero ~~the outstanding securities of Scage being converted into the right to receive securities of Pubco; and (ii) immediately following the First Merger~~2, ~~Second~~an ~~Merger~~exempted ~~Sub~~company ~~will~~incorporated ~~merge~~ with ~~and~~limited ~~into our~~liability ~~Company,~~in ~~with our Company surviving~~ the ~~Second~~Cayman ~~Merger~~Islands asand a wholly-owned subsidiary of Pubco, and ~~the outstanding securities of our Company being converted into the right to receive securities of Pubco~~Scage.

~~Amendment to~~Extensions ~~Scage~~of ~~Business~~our Combination ~~Agreement~~Period

On ~~June~~ 18May 2, 2024, we held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the ~~parties~~“May 2024 EGM”) to amend the ~~Scage~~Articles to ~~Business~~approve ~~Combination~~the ~~Agreement~~extension ~~entered~~of ~~into~~the date by which the ~~First~~Company ~~Amendment~~has to ~~Business~~consummate ~~Combination~~an ~~Agreement~~initial business combination from May 8, 2024 to November 8, 2024 (the “~~First~~Second Extension Amendment”). ~~The~~Shareholders ~~First~~holding ~~Amendment~~2,374,826 ~~provides~~Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account (the “May 2024 Redemptions”). These shares were redeemed for approximately $11.33 per share for a total redemption value paid from the Trust Account of approximately $26,907,976. ~~among~~On May ~~other~~15, ~~things~~2024, we issued an unsecured promissory note in the: aggregate principal amount of up to $225,000 (the “May 2024 Note”) to the Sponsor, which were deposited into the Trust Account for the benefit of each public share that was not redeemed in connection with the Second Extension Amendment. The Sponsor agreed to pay $37,500 per month until the completion of our initial business combination, commencing on May 8, 2024 and continuing through November 8, 2024. The May 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our initial business combination and (ii) the date that our winding up is effective. As of March 31, 2025, the Sponsor had deposited an aggregate of $225,000 into the Trust Account to support the Second Extension Amendment on behalf of us.

● reduction of the aggregate consideration to the shareholders of the Company from $1,000,000,000 to $800,000,000; ● correction of a scrivener’s error to clarify that the Company is not an investment company; ● the establishment of an American Depositary Shares (“ADS”) facility by the Pubco so that the ordinary shares to be issued by Pubco pursuant to the Scage Business Combination Agreement may be represented by ADSs; ● extension of the deadline for the Reorganization (as defined in the Scage Business Combination Agreement) from September 30, 2023 to July 20, 2024; and ● extend the Outside Date (as defined in the Scage Business Combination Agreement) from February 29, 2024 to October 31, 2024.32

On ~~October~~ 31November 6, 2024, we held an extraordinary general meeting of shareholders (the ~~parties~~“November 2024 EGM”) to amend the ~~Scage~~Articles ~~Business~~to ~~Combination~~approve ~~Agreement~~the ~~entered~~extension of ~~into~~the date by which the ~~Second~~Company ~~Amendment~~has to ~~Business~~consummate ~~Combination~~an ~~Agreement~~ initial business combination from November 8, 2024 to May 8, 2025 (the “~~Second~~Third Extension Amendment”). Shareholders holding 1,383,214 Class A ordinary shares exercised their right to ~~further~~redeem ~~extend~~such shares for a pro rata portion of the ~~Outside~~funds ~~Date~~in our Trust Account (the “November 2024 Redemptions”). These shares were redeemed for approximately $11.68 per share for a total redemption value paid from ~~October~~the 31Trust Account of approximately $16.16 million. On November 11, 2024, we issued an unsecured promissory note in the aggregate principal amount of up to ~~March~~$259,588 (the “November 2024 Note”) to the Sponsor, which were deposited into the Trust Account for the benefit of each public share that was not redeemed in connection with the Third Extension Amendment. The Sponsor agreed to pay $43,264 per month until the completion of our initial business combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our initial business combination and (ii) the date that our winding up is effective. We also agreed to waive our right to withdraw $50,000 out of $100,000 of interest accrued on the Trust Account to pay dissolution expenses. As of March 31, 2025, the Sponsor had deposited an aggregate of $173,612 into the Trust Account to support the Third Extension Amendment on behalf of us.

~~For~~On May 6, 2025, we held an aextraordinary ~~full~~general ~~description~~meeting of shareholders (the ~~Scage~~“May ~~Business~~2025 ~~Combination~~EGM”) ~~Agreement~~to ~~and~~approve the ~~proposed~~extension ~~Scage~~of ~~Business~~the ~~Combination~~date by which the Company has to consummate an initial business combination from May 8, ~~please~~2025 ~~see~~to November 8, 2025 (the “~~Item~~Fourth 1Extension Amendment”). ~~Business”~~Shareholders holding 742,834 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our ~~2023~~Trust ~~Annual~~Account ~~Report~~(the “May 2025 Redemption”). These shares were redeemed for approximately $12.18 per share for a total redemption value paid from the Trust Account of approximately $9.0 million.

~~Nasdaq~~Following the Founder Share ~~Delisting~~Conversion, the 2023 Redemptions, the May 2024 Redemptions, the November 2024 Redemptions and immediately following the May 2025 Redemption, there were 4,584,957 Class A ordinary shares and one Class B ordinary share issued and outstanding.

~~On May 6, 2024, we received a notice from the Staff of~~ Nasdaq notifying us that since we were first notified on October 9, 2023, we had not regained compliance with Minimum Public Holders Requirement by the end of the 180-day extension period ended April 8, 2024. On May 13, 2024, we requested a hearing before the Hearing Panel to appeal the determination, and the hearing was held on June 25, 2024.Compliance

On ~~July~~January 322, 2024, we received ~~written~~a deficiency notice from the Staff of Nasdaq notifying us that we were not in compliance with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end (the “~~July~~Annual ~~2024~~Meeting ~~Decision~~Requirement”), ~~from~~because ~~Nasdaq~~we ~~indicating~~did ~~that~~not ~~the~~hold ~~Hearing~~an ~~Panel~~annual ~~had~~meeting of shareholders within twelve months ~~granted~~of our ~~request~~fiscal ~~for~~year ~~continued~~ended ~~listing~~December 31, 2022. The notification received has no immediate effect on our Nasdaq, ~~subject~~listing. toOn usMarch ~~completing~~7, a2024, we ~~Business~~submitted ~~Combination~~to ~~with~~Nasdaq ana ~~operating~~plan ~~entity~~to ~~and evidencing~~regain compliance with the ~~criteria~~Annual ~~for~~Meeting ~~initial~~Requirement, ~~listing~~pursuant onto ~~Nasdaq,~~which ~~including~~we ~~the~~requested ~~applicable~~an ~~Minimum~~extension ~~Public~~through June ~~Holders~~28, ~~Requirement~~2024, by ~~November~~which 4,date ~~2024~~we must regain compliance with the Annual Meeting Requirement.

On May ~~November 8~~6, 2024, we received ~~written~~a deficiency notice from the ~~Hearing~~Listing ~~Panel~~Qualifications ~~indicating~~Department ~~that~~of ~~the~~Nasdaq ~~Hearing~~notifying ~~Panel~~that ~~had~~since ~~determined~~we towere ~~delist~~first ~~our~~notified ~~securities~~on ~~from~~October ~~the~~9, ~~Nasdaq~~2023, ~~and~~we ~~that~~had ~~trading~~not inregained ~~the~~compliance ~~Company’s~~with ~~securities~~Nasdaq ~~would~~Listing beRule ~~suspended~~5450(a)(2), atwhich ~~the~~requires ~~open~~a ofcompany ~~trading~~listed on ~~November~~The Nasdaq ~~12,~~Global ~~2024~~Market ~~due~~ to ~~its~~have ~~failure~~a tominimum ~~satisfy the terms~~ of ~~the~~400 ~~Hearing~~total ~~Panel’s~~public ~~July~~shareholders ~~2024~~by ~~Decision.~~the ~~Since~~end ~~such~~of ~~time, our securities have been quoted on~~ the ~~OTC~~180-day ~~Markets~~extension ~~under~~period ~~the~~ended ~~tickers “FNVUF,”~~April ~~“FNVTF~~8,” ~~and “FNVWF,” respectively~~2024.

29On July 3, 2024, we received written notice from Nasdaq indicating that the Nasdaq Hearings Panel (the “Panel”) had granted our request for continued listing on Nasdaq, subject to us completing a business combination with an operating entity and evidencing compliance with the criteria for initial listing on Nasdaq, including the applicable public shareholders requirement, by November 4, 2024.

On November 6, 2024, we notified the Panel that we would not be able to close the initial business combination by the Panel’s November 4, 2024 deadline. On November 8, 2024, we received written notice from the Panel indicating that the Panel had determined to delist our securities from Nasdaq and that trading in our securities would be suspended at the open of trading on November 12, 2024 due to our failure to timely satisfy the terms of the Panel’s decision on July 3, 2024. Since such time, our securities have been quoted on the OTC Markets under the tickers “FNVUF,” “FNVTF,” and “FNVWF,” respectively.

On April 28, 2025, Nasdaq notified us that on April 30, 2025, it would announce that it will delist the Company’s Ordinary Shares, warrants and units. The Company’s securities were suspended on November 12, 2024, and have not been traded on Nasdaq since that time. Nasdaq filed a Form 25 with the SEC to complete the delisting on May 21, 2025. The delisting became effective ten days after the Form 25 was filed . Following the effectiveness of the Form 25, the Company’s units, Ordinary Shares and warrants continued to be eligible to be quoted on the OTC Markets under the tickers “FNVUF,” “FNVTF,” and “FNVWF,” respectively.

Waiver of Dissolution Expenses from Trust Account Interest

On November 5, 2024, we announced that we agreed to waive our right to withdraw $50,000 out of up to $100,000 of interest accrued on the Trust Account to pay dissolution expenses, should we ultimately liquidate prior to an initial business combination. As a result, we will not withdraw up to $50,000 out of up to $100,000 of interest, as permitted by our Amended and Restated Memorandum and Articles of Association, for such dissolution expenses upon liquidation. Only up to $50,000 of interest, to the extent accrued, will be released to us to pay dissolution expenses, and the balance of any interest then-accrued will be held in the trust account and will be released to public shareholders upon the earliest to occur of (i) the redemption of the Public Shares in connection with a vote seeking to amend the provisions of the Amended and Restated Memorandum And Articles of Association, (ii) the completion of our initial business combination and (iii) the redemption of 100% of the Public Shares if we are unable to complete our initial business combination by May 8, 2025 or such earlier date as determined by the Board. On May 6, 2025, we held an extraordinary general meeting of shareholders (the “May 2025 EGM”) to approve the extension of the date by which the Company has to consummate an initial business combination from May 8, 2025 to November 8, 2025 (the “Fourth Extension Amendment”).

Consummation of the Business Combination

On June 27, 2025, we and Scage consummated the Business Combination contemplated by that certain Business Combination Agreement, dated as of August 21, 2023, as amended on June 18, 2024, on October 31, 2024 and on April 2, 2025, with the Company surviving as a wholly owned subsidiary of Scage. On June 30, 2025, the ADSs and the assumed warrants of Scage commenced trading on Nasdaq under the symbols “SCAG” and “SCAGW,” respectively.

Results of Operations

As of ~~September~~March 3031, ~~2024~~2025, we ~~have~~ had not commenced any operations. All activity for the period from March 15, 2021 (inception) through ~~September 30~~March 31, ~~2024~~2025, relates to our formation and Initial Public Offering that occurred on November 8, 2021, and, since the completion of the Initial Public Offering, searching for a target to consummate an initial Business Combination. We will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our ~~audited~~condensed unaudited financial statements, ~~December~~ March 31, ~~2023~~2025.

For the three months ended September 30, 2024, we had a net loss of $97,285 consisting of $375,172 in operating, general and administrative expenses offset by $277,887 in interest gained on the bank account and the investment held in Trust Account. For the nine months ended September 30, 2024, we had net income of $95,191, consisting of $1,247,329 in interest gained on the bank account and the investment held in Trust Account offset by $1,152,138 in operating, general and administrative expenses.34

For the three months ended March ~~September 30~~31, ~~2023~~2025, we had a net income of $675,~~069,~~299 consisting of $~~641~~81,~~632~~092 in interest ~~gained~~earned on the bank account and the investment held in ~~Trust Account offset by $635,563 in formation, general and administrative expenses. For the nine months ended~~ ~~September 30, 2023, we had net income of $2,412,428, consisting of $3,894,122 in interest gained on~~ the ~~bank account and the investment held in~~ Trust Account offset by $15,~~481,694~~793 in ~~formation~~operating, general and administrative expenses.

~~Factors~~For the three months ended ~~That~~March ~~May~~31, ~~Adversely~~2024, ~~Affect~~we ~~our~~had ~~Results~~a net income of ~~Operations~~$242,095 consisting of $563,298 in interest earned on the bank account and the investment held in the Trust Account offset by $321,203 in operating, general and administrative expenses.

~~Our results~~Factors ~~of operations and our ability to complete an initial Business Combination may be adversely affected by various factors~~ that ~~could cause~~May ~~economic~~Adversely ~~uncertainty~~Affect ~~and volatility in the financial markets, many of which are beyond~~ our ~~control. Our business could be impacted~~Results by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of ~~one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.~~Operations

Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business.

Liquidity, Capital Resources and Going Concern

As of ~~September~~March 3031, ~~2024~~2025, we had cash outside our Trust Account of $799,~~555~~772 available for working capital needs. All remaining cash was held in the Trust Account and is generally unavailable for our use prior to our initial Business Combination.

For the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~2025, we ~~used~~provided $~~743~~99,~~940~~003 in operating activities, which was largely driven by $1389,~~246,905~~668 infrom ~~interest earned~~changes ~~on our investments held~~ in ~~the~~balances ~~Trust~~due ~~Account~~to ~~offset~~a byrelated party ~~$95,191~~and ina net income ~~and~~of a $~~407~~75,~~774~~299, ~~change~~offset by payments in ~~operating~~accounts ~~assets~~payable and ~~liabilities~~accrued expenses of $284,885.

For the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~2025, we ~~were~~used ~~provided~~ $26130,~~320,476~~348 in our investing activities, which was driven by $26130,~~907,976~~348 in ~~shareholder~~ ~~redemptions~~Extension ~~offset by $587,500 in extension~~ contributions.

For the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~2025, we ~~used~~were provided $25130,~~569,018~~348 infrom our financing activities, ~~which~~resulting ~~was~~from the ~~largely the result of $26,907,976 paid out in redemptions to shareholders offset by $1,338,958 in~~ proceeds from our promissory notes of $130,348.

As noted above, pursuant to our Initial Public Offering on November 8, 2021 and the full exercise of the over-allotment option on November 12, 2021, we sold 17,250,000 Units at a price of $10.00 per Unit, generating gross proceeds to us of $172,500,000. These funds as well as a portion of the $8,800,000 in proceeds from the sale of Private Placement Warrants were placed in the Trust Account such that the Trust Account held an aggregate of $175,900,000, or $10.20 per Unit, as of November 12, 2021. These funds are to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by ~~the Company~~us. As of ~~September~~March 3031, ~~2024~~2025, approximately $~~26,126,773~~10.42 million of the Initial Public Offering proceeds as well as interest earned thereon were held in the Trust Account.

On November 1, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Morgan Stanley with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Initial Shareholders or their affiliates or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts (subject to the conversion rights described below). In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may at the option of the lender determined at the time of the loan be convertible into Warrants at a price of $1.00 per Warrant of the post-initial Business Combination entity. The Warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period of the underlying Warrants. As of September 30, 2024 and December 31, 2023, we had no outstanding borrowings under the Working Capital Loan.35

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Initial Shareholders or their affiliates or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts (subject to the conversion rights described below). In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may at the option of the lender determined at the time of the loan be convertible into Warrants at a price of $1.00 per Warrant of the post-initial Business Combination entity. The Warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period of the underlying Warrants. As of March 31, 2025 and December 31, 2024, we had no outstanding borrowings under the Working Capital Loan.

On May 8, 2023, in connection with the Sunorange Investment, the Working Capital Loan and all amounts outstanding thereunder were canceled in full. This was deemed to be a benefit to us under SAB Topic 5T. In order to recognize this benefit, we de-recognized the outstanding promissory note and reclassified it to additional paid-in capital, as an in-substance capital contribution.

On November 8, 2023, we issued a ~~the~~promissory ~~November~~note ~~2023 Promissory Note~~ in the principal amount of up to $1,500,000 to Sunorange. ~~The~~(the “November 2023 Promissory Note”) ~~was issued~~ in connection with advances made by Sunorange since May 8, 2023 and advances Sunorange may make in the future to us for working capital expenses. The note ~~November 2023 Promissory Note~~ is non-interest bearing and payable upon the earlier of (i) the date of the consummation of the Business Combination or (ii) the date of our liquidation. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had $1,~~193~~204,~~961~~630 and $~~542~~1,~~503~~204,630 ~~respectively,~~ outstanding under the November 2023 Promissory Note, respectively.

On January 26, 2024, we issued ~~the~~a ~~January~~promissory ~~2024~~note ~~Promissory Note~~ in the aggregate principal amount of up to $1,500,000 to Scage, ~~for~~ (the “January 2024 ~~Company’s~~Promissory Note”) for our working capital needs, including but not limited to any payment obligations to support the 2023 Extension. The note does not bear interest and matures upon the earlier of the closing of anour initial Business Combination ~~by the Company~~ and ~~the~~our ~~Company’s~~ liquidation. As of ~~September~~March 3031, 2025 and December 31, 2024, we had $~~200~~316,~~000~~520 and $316,520 outstanding under the January 2024 Promissory Note, respectively.

On May 15, 2024, ~~the~~we ~~Company~~ issued ~~an unsecured promissory note (~~the “May 2024 ~~Promissory~~ Note”) in the aggregate principal amount of up to $225,000 to the Sponsor, which ~~will~~were be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with ~~the~~ ~~May 8, 2024 shareholder vote to approve an extension of~~ the ~~Company’s~~Second ~~termination date from May 8, 2024 to November 8, 2024 (the “May 2024~~ Extension”) Amendment. The Sponsor agreed to pay $37,500 per month until the completion of an initial Business Combination, commencing on May 8, 2024 and continuing through November 8, 2024. The May 2024 ~~Promissory~~ Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, ~~the~~we ~~Company~~ had $~~187~~225,~~500~~ 000 and $0225,000 ~~respectively,~~ outstanding under the May 2024 ~~Promissory~~ Note, ~~which is included in the Promissory Note payable – related party account on the accompanying condensed balance sheets~~respectively.

On November 11, 2024, ~~the~~we ~~Company~~ issued the November 2024 Note in the aggregate principal amount of up to $259,588 to the Sponsor, which will be deposited into the Trust Account for the benefit of each Public Share that was not redeemed in connection with the ~~November~~Third ~~2024~~ Extension Amendment. The Sponsor agreed to pay $43,264~~.60~~ per month until the completion of an initial Business Combination, commencing on November 8, 2024 and continuing through May 8, 2025. The November 2024 Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which we consummate our Business Combination and (ii) the date that our winding up is effective. As of ~~November~~March 2931, 2025 and December 31, 2024, ~~the~~we ~~Company~~ had ~~deposited~~$173,612 and $43,~~320~~264 ~~(including~~outstanding ~~$55.40~~balance ofunder ~~applicable interest) into~~ the ~~Company’s~~November ~~Trust~~2024 ~~Account~~Note, respectively.

We could use a portion of the funds not being placed in the Trust Account to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed initial Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific initial Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

As approved by the shareholders at the ~~November~~May ~~2024~~2025 EGM, we have until ~~May~~November 8, 2025 to complete a Business Combination, unless being extended further by shareholders’ approval, or such earlier time as the Board determines.

If we are not able to consummate a Business Combination before May 8, 2025 (unless such date being extended further by our shareholder approval), we will commence an automatic winding up, dissolution and liquidation. Our Management has determined that the automatic liquidation, should a Business Combination not occur, and potential subsequent dissolution also raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements are issued. While Management intends to complete a Business Combination on or before May 8, 2025, it is uncertain whether we will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after ~~May~~November 8, 2025.

Off-Balance Sheet Financing Arrangements

We did not have any off-balance sheet arrangements as of ~~September~~March 3031, ~~2024,~~2025 as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual Obligations

As of ~~September~~March 3031, ~~2024~~2025, we did not have any long-term debt, capital or operating lease obligations.

We have entered into an Administrative Services Agreement pursuant to which we are paying our sponsor for office space, utilities and administrative support services, in an the amount of ~~up to~~ $3,000 per month, which agreement was terminated as of October 1, 2024.

We have engaged EarlyBirdCapital as an advisor in connection with our initial Business Combination to assist us in holding meetings with our shareholders to discuss the potential initial Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial Business Combination, assist us in obtaining shareholder approval for the initial Business Combination and assist us with our press releases and public filings in connection with the initial Business Combination. In connection with the Sunorange Investment, we have agreed to pay EarlyBirdCapital a reduced cash fee for such services upon the consummation of our initial Business Combination in an amount equal to 1.75% of the gross proceeds of our IPO (exclusive of any applicable finders’ fees which might become payable). As of the date that the unaudited condensed financial statements are issued, $3,018,750 and $2,208 were recorded in service fees and interest expenses related to this agreement.

We previously engaged a third-party consultant to provide us with assistance in various aspects of our potential Business Combination. Pursuant to the terms of the agreement, we have agreed to pay a contingent fee of at least $3,500,000 if we consummate a Business Combination. No expense for which has been included in the ~~unaudited condensed~~ financial statements related to this agreement. No expense has been recorded in the ~~unaudited condensed~~ financial statements related to this agreement, nor is any due. As of May 8, 2023, this agreement was terminated.

On August 29, 2023, we engaged a third-party consultant to provide us with introduction to potential targets for our Business Combination. Pursuant to the terms of the agreement, as amended and restated on October 13, 2024, we have agreed to pay a contingent fee of 0.05% of the implied enterprise value of the target if we consummate a Business Combination. As of the date that the unaudited condensed financial statements are issued, $400,000 was recorded in service fees related to this agreement.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the ~~unaudited condensed~~ financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of the end of the reporting period, we have not identified any critical accounting estimates.

Critical Accounting Policies

Management’s ~~discussion~~ discussion and analysis of our results of operations and liquidity and capital resources are based on our ~~audited~~unaudited financial information. We describe our significant accounting policies in “Note 2 -– Summary of Significant Accounting Policies,” of the ~~notes~~Notes to Financial ~~the~~Statements ~~financial statements~~ included in this Report ~~under “Item 1. Financial Statements”~~ with those considered critical outlined below. Our ~~audited~~unaudited financial statements have been prepared in accordance with GAAP. Certain of our accounting policies require that Management applies significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, Management reviews the accounting policies, assumptions, estimates and judgments to ensure that our ~~unaudited condensed~~ financial statements are presented fairly and in accordance with GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing ~~Liabilities~~ Liabilities from Equity.” Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are 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~~our ~~Company’s~~ control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholder’s equity. Our Class A Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholder’s equity section of the balance sheet.

Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount. Increases or decreases in the carrying amount of redeemable Ordinary Shares are affected by charges against additional paid-in capital and accumulated deficit.

Net Income Per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income ~~(loss)~~ per share is computed by dividing net income ~~(loss)~~ by the weighted average number of Ordinary Shares outstanding during the period. We have two classes of shares, redeemable Ordinary Shares and non-redeemable Ordinary Shares. Our redeemable Ordinary Shares are comprised of Class A Ordinary Shares sold in the Initial Public Offering. Our non-redeemable shares are comprised of Class A Ordinary Shares held by EarlyBirdCapital and Class B Ordinary Shares purchased by the sponsor which were converted to Class A Ordinary Shares ~~with the same original legend~~ in May 2023. Earnings and losses are shared pro rata between the two classes of shares. Our ~~unaudited~~statement ~~condensed statements~~ of operations ~~included~~ ~~in this Report under “Item 1. Financial Statements”~~ applies the two-class method in calculating net income ~~(loss)~~ per share. Basic and diluted net income ~~(loss)~~ per share for redeemable Ordinary Shares and non-redeemable Ordinary Shares is calculated by dividing net income ~~(loss)~~, allocated proportionally to each class of Ordinary Shares, attributable to us by the weighted average number of shares of redeemable and non-redeemable Ordinary Shares outstanding.

The calculation of diluted income ~~(loss)~~ per Ordinary Share does not consider the effect of the Warrants issued in connection with the Initial Public Offering since exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. Accretion of the carrying value of Class A Ordinary Shares to redemption value is excluded from net income ~~(loss)~~ per redeemable share because the redemption value approximates fair value. As a result, diluted income ~~(loss)~~ per share is the same as basic income (loss) per share for the period presented.

Recent Accounting Standards

In ~~August~~ ~~2020~~December 2023, the FASB issued ASU ~~2020~~No 2023-~~06.~~09, ~~The~~Income ~~update~~Taxes ~~simplifies~~(Topic ~~the~~740) ~~accounting~~— ~~for~~Improvements ~~convertible~~to ~~instruments~~Income byTax ~~removing~~Disclosures ~~certain~~(“ASU ~~separation models~~2023-09”) in ~~ASU~~order ~~470-20~~to enhance ~~for~~the ~~convertible~~transparency ~~instruments~~ and ~~introducing~~usefulness ~~other changes. As a result~~ of ~~ASU~~income ~~2020-06,~~tax ~~more~~disclosures. ~~convertible~~The ~~debt~~guidance ~~instruments will~~is beapplicable ~~accounted~~to ~~for~~all asentities asubject ~~single~~to ~~liability~~income ~~measured~~tax, ~~at its amortized cost~~ and it ~~more convertible preference shares~~ will berequire ~~accounted~~disclosure ~~for as~~of acertain ~~single-equity~~categories ~~instrument~~within ~~measured~~the atrate ~~its~~reconciliation ~~historical~~to ~~cost,~~improve consistency as ~~long~~well as nodisclosure ~~features~~of ~~require~~reconciling items ~~bifurcation~~which ~~and~~meet ~~recognition~~a ascertain ~~derivatives. The~~quantitative ~~amendments~~threshold ~~are~~which ~~effective~~will ~~for~~improve ~~smaller~~transparency. ~~reporting~~Additionally, ~~companies~~entities ~~for~~must ~~fiscal~~disclose ~~years~~the ~~beginning~~amount ~~after~~of taxes ~~December~~paid ~~15,~~to ~~2023~~federal, ~~including~~state ~~interim~~and ~~periods within~~foreign ~~those fiscal years~~municipalities. ~~Early~~For ~~adoption~~public isbusiness ~~permitted,~~entities ~~but~~ASU no2023-09 ~~earlier~~is ~~than~~effective ~~fiscal~~for ~~years~~annual ~~beginning~~periods beginning after December 15, ~~2020, including interim periods within those fiscal years~~2024. We ~~adopted~~are ~~ASU~~currently ~~2020-06~~evaluating onthe ~~January~~impact 1,of ~~2024.~~our ~~There~~pending ~~was~~adoption noof ~~material~~ASU ~~impact~~2023-09 on our financial position, ~~results~~ results of operations or ~~cash~~financial ~~flows~~statement disclosure.

In ~~June~~ ~~2022~~March 2024, the FASB issued ASU ~~2022-03~~No. ~~The~~2024-02, ~~ASU~~Codification ~~amends~~Improvements-Amendments ~~ASC~~to ~~820~~Remove References to ~~clarify~~the ~~that~~Concepts aStatements ~~contractual~~(“ASU ~~sales~~2024-02”). ~~restriction~~The amendments isin ~~not~~this ~~considered~~update inaffect ~~measuring an~~a ~~equity~~variety ~~security~~of atTopics ~~fair~~in ~~value~~the ~~and~~Codification. The amendments apply to ~~introduce~~all ~~new~~reporting ~~disclosure~~entities ~~requirements~~within ~~for~~the ~~equity~~scope of ~~securities~~the ~~subject~~affected accounting guidance. This update contains amendments to ~~contractual~~the ~~sale~~Codification ~~restrictions~~ that ~~are~~remove ~~measured~~references atto ~~fair~~various ~~value~~Concepts Statements. In ~~The~~most ~~ASU~~instances, ~~applies~~the toreferences ~~both~~are ~~holders~~extraneous and ~~issuers~~not ofrequired ~~equity~~to ~~and~~understand ~~Equity-Linked~~or ~~Securities~~apply ~~measured~~the atguidance. ~~fair~~In other instances, the references ~~value.~~were ~~The~~used ~~amendments~~in prior statements to provide guidance in certain topical areas. ASU ~~2022~~2024-0302 ~~are~~is effective for ~~the~~public ~~Company~~business inentities for fiscal years beginning after December 15, ~~2023~~2024. ~~and~~For ~~interim~~all ~~periods within~~other ~~those~~entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. We ~~adopted~~do ~~ASU~~not ~~2022-03~~expect onto ~~January~~adopt 1,this ~~2024.~~guidance ~~There~~early ~~was~~and nodo ~~material~~not ~~impact~~expect onthe ~~our~~adoption ~~financial~~of ~~position,~~this ~~results~~ASU to have a material impact ofon ~~operations~~our orfuture ~~cash~~consolidated ~~flows~~financial statements.

33In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. We do not expect to adopt this guidance early and do not expect the adoption of this ASU to have a material impact on our future consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax, and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of its pending adoption of ASU 2023-09 on our financial position, results of operations or financial statement disclosure.39

WeIn doMarch ~~not~~2025, ~~believe~~the ~~that~~Financial ~~any~~Accounting ~~other~~Standards ~~recently~~Board (“FASB”) issued, ~~but~~Accounting ~~not~~Standards ~~effective,~~Update ~~accounting~~2025-02 ~~standards,~~“Liabilities (405): ifAmendments ~~currently~~to ~~adopted,~~SEC ~~would~~Paragraphs ~~have~~Pursuant ato ~~material~~SEC ~~effect~~Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends onthe ~~our~~Accounting ~~unaudited~~Standards ~~condensed~~Codification ~~financial~~to ~~statements~~remove ~~contained~~the intext ~~this~~of ~~Report~~SEC ~~under~~Staff Accounting Bulletin (“~~Item~~SAB”) 1121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ~~Financial~~ASU ~~Statements~~2025-02 is effective immediately and is not expected to have an impact on our financial statements.”

We do not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements contained elsewhere in this Report.

JOBS Act

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

34Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the quarterly period ended March 31, 2025, due to material weaknesses in our internal control over financial reporting of complex financial instruments, recognition of billed and unbilled professional fees, recognition of prepaid expenses, classification of related party payables and accounting for related party notes payable as further described below.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the quarterly period ended September 30, 2024, due to material weaknesses in our internal control over financial reporting of complex financial instruments, recognition of billed and unbilled professional fees, recognition of prepaid expenses, classification of related party payables and accounting for related party notes payable as further described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, we concluded that our controls over recognition of billed and unbilled professional fees, recognition of prepaid expenses, the classification of related party payables, and accounting for related party notes payable was not effectively designed or maintained. Our Management performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” were prepared in accordance with GAAP. Accordingly, Management believes that the unaudited condensed financial statements included in this Report present fairly, in all material respects, our financial position, results of operations and cash flows of the periods presented.

In light of the material weakness described above, our Management Team has performed additional accounting and financial analyses and other post-closing procedures. We have enhanced, and will continue to enhance, internal controls and procedures, including access to accounting literature, identification and consideration of third-party professionals with whom to consult regarding complex accounting applications and implantation of additional layers of reviews in the financial close process. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we plan to continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarterly period ended ~~September~~ 30March 31, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) ~~2023~~ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023, March 31, 2024, ~~and~~ June 30, 2024, September 30, 2024, as filed with the SEC on May 22, 2023, November 6, 2023, December 14, 2023, May 20, 2024, ~~and~~ August 19, 2024, and December 10, 2024, respectively. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

35For risks related to Scage and the Scage Business Combination, please see the Registration Statement on Form F-4 in connection with the Scage Business Combination, as amended, which was initially filed with the SEC on August 7, 2024 and was declared effective by the SEC on December 27, 2024.

For risks related to Scage and the Scage Business Combination, please see the Registration Statement on Form F-4 which was filed with the SEC in connection with the Scage Business Combination on October 31, 2024.

Since we did not consummated our initial Business Combination by November 3, 2024, our securities have been suspended from trading on Nasdaq and delisted. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.

On October 9, 2023, we received a deficiency notice from the Staff of Nasdaq notifying us that we no longer meet the minimum 400 total holders requirement for The Nasdaq Global Market pursuant to Listing Rule 5450(a)(2) (the “Minimum Total Holders Requirement”). The notification received had no immediate effect on our Nasdaq listing. On November 24, 2023, we submitted to Nasdaq a plan to regain compliance with the Minimum Total Holders Requirement.

On January 22, 2024, we received a deficiency notice from the Staff of Nasdaq notifying us that we are not in compliance with Nasdaq Listing Rule 5620(a), which requires that Nasdaq-listed companies hold an annual meeting of shareholders within twelve months of their fiscal year end (the “Annual Meeting Requirement”), because we did not hold an annual meeting of shareholders within twelve months of our fiscal year ended December 31, 2022. The notification received had no immediate effect on our Nasdaq listing. On March 7, 2024, we submitted to Nasdaq a plan to regain compliance with the Annual Meeting Requirement. On May 2, 2024, we had an extraordinary general meeting of shareholders in lieu of an annual general meeting, which satisfied such Annual Meeting Requirement.

On May 6, 2024, we received a deficiency notice from the Staff of Nasdaq notifying us that since it was first notified on October 9, 2023, we had not regained compliance with the Minimum Total Holders Requirement by the end of the 180-day extension period ended April 8, 2024. On May 13, 2024, the Company requested a hearing to appeal the determination, and the hearing was held on June 25, 2024.

On July 3, 2024, we received written notice (the “July 2024 Decision”) from Nasdaq indicating that the Hearing Panel had granted our request for continued listing on Nasdaq, subject to the Company completing a business combination with an operating entity and evidencing compliance with the criteria for initial listing on Nasdaq, including the applicable holders requirement, by November 4, 2024.

On November 8, 2024, we received written notice from the Hearings Panel indicating that the Hearing Panel had determined to delist our securities from Nasdaq and that trading in our securities would be suspended (the “Trading Suspension”) at the open of trading on November 12, 2024 due to the Company’s failure to satisfy the terms of the Hearing Panel’s July 2024 Decision. Since such time, our securities have been quoted on the OTC Markets under the tickers “FNVUF,” “FNVTF,” and “FNVWF,” respectively.

Additionally, our IPO Registration Statement was declared effective by the SEC on November 3, 2021. Pursuant to our Amended and Restated Charter, we have until May 8, 2025 (or such shorter period of time as determined by our Board) to consummate our initial Business Combination. However, Nasdaq’s rules currently provide that SPACs (such as us) must satisfy certain listing conditions, including that a SPAC must complete one or more Business Combinations within 36 months of the effectiveness of its initial public offering registration statement (the “36-Month Requirement”). If a SPAC does not meet the 36-Month Requirement, it will be subject to a suspension of trading and delisting from Nasdaq.

Under the previous Nasdaq rule, a SPAC that was not in compliance with the 36-Month Requirement could request a hearing before the Hearing Panel, which would have the effect of staying any potential delisting. However, in rules that became effective on October 7, 2024 (the “New Nasdaq Rules”), which includes removing the stay relating to the 36-Month Requirement Under the New Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading through the pendency of the Hearing Panel’s review. In addition, the scope of the Hearing Panel’s review is limited, as the Hearing Panel may only reverse a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) where it determines that the Staff Delisting Determination was made in error and that the SPAC never failed to satisfy the 36-Month Requirement. In such cases, the Hearing Panel is no longer able to consider facts indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Hearing Panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a Business Combination after receiving a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company will be apply to list its securities on Nasdaq pursuant to the normal application review process.

We have not yet received a delisting notice due to failure to meet the 36-Month Requirement. Even if the Trading Suspension is lifted due to a review process, we would still be subject to delisting under the 36-Month Requirement, as more than 36 months have passed from the date of the IPO Prospectus. If we are delisted due to the 36-Month Requirement, Nasdaq may only reverse the determination to delist our securities if it finds that it made a factual error when applying the new framework.

Accordingly, since we did not consummate our initial Business Combination on or prior to November 3, 2024, we will not be in compliance with the New Nasdaq Rules, and our securities will be delisted. If Nasdaq were to delist our securities, our securities will continue to be quoted on an over-the-counter market. If this were to occur, 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 are “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.

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.” Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered 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. Further, since we are no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Our Public Shareholders’ exercise of redemption rights with respect to a large number of Public Shares may affect our ability to complete an initial Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all.

Over the past two years, the redemption rate of shares held by public shareholders of SPACs at the time of a shareholder meeting that approves an amendment to the articles of the SPAC or the initial Business Combination of the SPAC has been very high, thereby increasing the likelihood that we, too, may be subject to significant redemptions that may affect our ability to complete an initial Business Combination. In addition, the amount of the deferred fee payable to the EarlyBirdCapital in connection with the Business Combination Marketing Agreement will not be reduced for any Public Shares that are redeemed in connection with an extension or a Business Combination. If we are able to consummate an initial Business Combination, the per-share value of Public Shares held by non-redeeming Public Shareholders following the Business Combination will reflect our obligation to pay, and the payment of, such deferred fee to EarlyBirdCapital.

In connection with the (i) 2023 EGM, 12,626,668 Public Shares were redeemed at a price per Public Share of approximately $10.50; (ii) May 2024 EGM, 2,374,826 Public Shares were redeemed at a price per Public Share of approximately $11.33; and (iii) November 2024 EGM, 1,383,214 Public Shares were redeemed at a price per Public Share of approximately $11.68; thereby reducing the number of outstanding Public Shares, as of November 6, 2024, to 865,292, and reducing the total amount held in the Trust Account to approximately $10.11 million.

Due to the high rates of redemptions of Public Shares in connection with shareholder votes on extensions or Business Combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post- Business Combination company. Obtaining financing in connection with initial Business Combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving company of the Business Combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsors or our other shareholders is required to provide any financing to us in connection with or after our initial Business Combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit our ability to complete a Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all. If we are unable to complete an initial Business Combination, our Public Shareholders may only receive approximately $11.68 per Public Share on the liquidation of our Trust Account, as of November 6, 2024, and our warrants will expire worthless. In certain circumstances, our Public Shareholders may receive less than $11.68 per share on the redemption of their Public Shares.

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

Unregistered Sales of Equity Securities

None.

Use of Proceeds

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the SEC on November 10, 2022. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

On November 1, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Morgan Stanley, with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On March 28, 2025, we held an extraordinary general meeting of shareholders to approve, among other things, the Scage Business Combination (the “Scage Business Combination Meeting”), at which the business combination proposal, among other proposals, was approved by Finnovate shareholders. Shareholders holding 856,543 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account.

On May 6, 2025, we held an extraordinary general meeting of shareholders (the “May 2025 EGM”) to approve the extension of the date by which the Company has to consummate an initial business combination from May 8, 2025 to November 8, 2025 (the “Fourth Extension Amendment”). Shareholders holding 742,834 Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in our Trust Account (the “May 2025 Redemption”). These shares were redeemed for approximately $12.18 per share for a total redemption value paid from the Trust Account of approximately $9.0 million.

There were no such repurchases of our equity securities by us or an affiliate during the quarterly period Cover ed by the Report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Trading Arrangements

During the quarterly period ended ~~September~~March 3031, ~~2024~~2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Additional Information

None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
2.1		Second Amendment to Business Combination Agreement, dated as of October 31, 2024, by and among Finnovate Acquisition Corp., Scage Future, Hero 1, Hero 2 and Scage International Limited. (1)
3.1		Third Amendment to the Amended and Restated Memorandum and Articles of Association (2)
10.1		Promissory Note, dated November 11, 2024, issued to Finnovate Sponsor, L.P. (3)
10.2*		Amended and Restated Finders Agreement, dated as of October 13, 2024, by and between Finnovate Acquisition Corp. and 3A Partners Limited.
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the 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 the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.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 Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*	Filed herewith.
**	Furnished herewith.
(1)	Incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2024.
(2)	Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with SEC on November 12, 2024.
(3)	Incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2024.

*	Filed herewith.
**	Furnished herewith.

3843

SIGNATURES

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 thereunto duly authorized.

FINNOVATE ACQUISITION CORPORATION

SIGNATURE	TITLE	DATE

/s/ Chao Gao	Chief Executive Officer and Chief Financial Officer	November 19, 2025
Chao Gao	(Principal Executive Officer, Principal Financial and Accounting Officer)

SIGNATURE	TITLE	DATE
/s/ Calvin Kung	Chairman and Chief Executive Officer	December 10, 2024
Calvin Kung	(Principal Executive Officer)
/s/ Wang Chiu (Tommy) Wong	Chief Financial Officer	December 10, 2024
Wang Chiu (Tommy) Wong	(Principal Financial and Accounting Officer)

Filing Compare · Finnovate Acquisition Corp.