UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~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 001-42152

EUREKA ACQUISITION CORP

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Suite 1608, 16th Floor

Fortress Tower, 250 King’s Road

North Point, Hong Kong

(Address of principal executive offices and zip code)

(+1) 949 899 1827

(Registrant’s telephone number, including area code)

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, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share	EURKU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	EURK	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share	EURKR	The Nasdaq Stock Market LLC

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 (Section 232.405 of this chapter) during the preceding 12 months (or 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

At March 2931, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the Class A ordinary shares of the registrant had not been trading on Nasdaq.

As of December 2312, ~~2024~~2025, there were 74,~~645~~825,~~500~~ 733 ordinary shares issued and outstanding, including 63,~~208~~388,~~000~~233 Class A ordinary shares and 1,437,500 Class B ordinary shares, respectively.

EUREKA ACQUISITION CORP

TABLE OF CONTENTS

PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	118
Item 1B.	Unresolved Staff Comments	118
Item 1C	Cybersecurity	118
Item 2.	Properties	118
Item 3.	Legal Proceedings	118
Item 4.	Mine Safety Disclosures	118
PART II		129
Item 5.	Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	129
Item 6.	Reserved	1310
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1310
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1615
Item 8.	Financial Statements and Supplementary Data	1715
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1715
Item 9A.	Controls and Procedures	1715
Item 9B.	Other Information	1816
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	1816
PART III		1917
Item 10.	Directors, Executive Officers and Corporate Governance	1917
Item 11.	Executive Compensation	2523
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	2624
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2725
Item 14.	Principal Accounting Fees and Services	2927
PART IV		3028
Item 15.	Exhibits, Financial Statement Schedules	3028
Item 16.	Form 10-K Summary	3130

CERTAIN TERMS

References to the “Company,” “our Company,” “EURK,” “our,” “us” or “we” refer to Eureka Acquisition Corp, a blank check company incorporated on June 13, 2023 as a Cayman Islands exempted corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our “initial business combination.” References to the “Sponsor” refer to Hercules Capital Management Corp. References to “equity-linked securities” are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company. References to the “SEC” are to the U.S. Securities and Exchange Commission. References to our “initial public offering” refer to our initial public offering, which closed on July 3, 2024. References to “public shares” are to shares of our Class A ordinary shares sold as part of the units in our initial public offering. References to “public shareholders” are to the holders of our public shares.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (this “Report” or “Annual Report”) may constitute “forward looking statements” for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and the statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”, “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form 10-K may include, for example, statements about:

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business or businesses;

	●	our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

	●	our potential ability to obtain additional financing to complete our initial business combination;

	●	our pool of prospective target businesses;

	●	the ability of our officers and directors to generate a number of potential acquisition opportunities;

	●	our public securities’ potential liquidity and trading;

	●	the lack of a market for our securities;

	●	the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;

	●	the trust account not being subject to claims of third parties;

	●	our financial performance; or

	●	the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC.

The forward looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Part I, Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward looking statements. We undertake no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

Item 1. Business Overview.

We are a blank check exempted company incorporated in the Cayman Islands on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia. We intend to utilize cash derived from the proceeds of our initial public offering (the “IPO”), our securities, debt or a combination of cash, securities and debt, in effecting a business combination. ~~We have not selected any target business for our initial business combination.~~

Initial Public Offering and Private Placement

On July 3, 2024, we consummated our IPO of 5,000,000 units (“Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Share”), and one right (the “Rights”) to receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, substantially concurrently with the closing of the IPO, we completed the private sale (the “Private Placement”) of 216,750 units (the “Initial Private Units”) to our sponsor, Hercules Capital Management Corp (the “Sponsor”), at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,167,500. In connection with the offering of the Units and the sale of Initial Private Units, the proceeds of $50,000,000 from the proceeds of the offering of the Units and the sale of Initial Private Units were placed in the Trust Account (as defined below).

On July 3, 2024, Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”) notified us of its exercise of the over-allotment option in full to purchase additional 750,000 Units of the Company (the “Over-Allotment Option”). On July 8, 2024, additional 750,000 Units were sold to the Representative at an offering price of $10.00 per unit (the “Option Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500.

In connection with the IPO and the sale of the Option Units, the Company issued a total of 230,000 Class A Ordinary Shares (the “Representative Shares”) to the Representative.

The proceeds of $57,500,000 from the IPO, the sale of the Option Units and the sales of Private Units, were placed in a trust account (the “Trust Account”) established for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.

The Class A Ordinary Shares and Rights are trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “EURK” and “EURKR,” respectively. Public Units not separated will continue to trade on Nasdaq under the symbol “EURKU”. Holders of Public Units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’ Public Units into Class A Ordinary Shares and Rights.

~~Competitive~~Proposed Business ~~Advantages~~Combination with Marine Thinking

~~We seek to create compelling~~Business ~~shareholder~~Combination value through the extensive experience and demonstrated success of our management team (in particular, our Chief Executive Officer and Chairman) in investing in, operating and transforming businesses, with a particular combination of competitive advantages such as:Agreement

●On ~~Leadership~~October of29, an2025, ~~Experienced~~EURK entered ~~Management~~into ~~Team~~a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Marine Thinking Inc. (“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”) and ~~Board~~17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of ~~Directors~~EURK (the “Amalgamation Sub,” together with EURK and Marine Thinking, the “Parties, “and each, a “Party”). Marine Thinking is an autonomous ship and fleet solution providing company.

~~Our~~The BCA ~~management~~contemplates ~~team~~that isthe ~~led by~~business ~~our~~combination ~~Chief~~among ~~Executive~~EURK, ~~Officer~~Marine Thinking and ~~Chairman~~Amalgamation ofSub ~~our~~will ~~Board~~be completed through the following series of ~~Directors~~transactions, ~~Dr. Fen~~(i) ~~Zhang,~~prior ~~our~~to ~~Chief~~the ~~Financial~~time ~~Officer,~~when ~~Mr.~~the ~~Zhechen~~Amalgamation ~~Wang~~(as defined below) becomes effective (the “Amalgamation Effective Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, ~~our~~immediately ~~Independent~~upon ~~Directors~~such deregistration, Drthe domestication to Canada under the CBCA (the “SPAC Continuance”). ~~M. Anthony~~ ~~Wong~~Upon the completion of the SPAC Continuance, ~~Ms.~~the ~~Lauren~~name ~~Simmons~~of ~~and~~EURK ~~Mr.~~shall ~~Kevin~~be ~~McKenzie.~~changed ~~Our~~from ~~management~~“Eureka ~~team~~Acquisition ~~has~~Corp” anto ~~extensive~~“Marine ~~track~~Thinking ~~record~~Holdings ofInc.” ~~creating~~or ~~value~~such ~~for~~other ~~shareholders~~name byas ~~acquiring~~the ~~strong~~Parties ~~businesses~~may atagree ~~disciplined~~on; ~~valuations~~and (ii) following the SPAC Continuance, ~~investing~~and in ~~growth~~accordance with ~~while~~the ~~fostering financial~~applicable ~~discipline~~provisions of the BCA and ~~ultimately~~in ~~improving~~accordance ~~financial~~with ~~results.~~the ~~Our~~CBCA, ~~team~~at ~~consists~~the closing of ~~experienced~~the ~~investment~~transactions ~~banking,~~contemplated ~~financial~~by ~~services~~the BCA (the “Closing”), Marine Thinking and ~~capital~~the ~~market~~Amalgamation ~~professionals~~Sub shall amalgamate and ~~senior~~continue ~~operating~~as ~~executives~~one ofcompany, ~~companies~~being the Amalco (“Amalco”), under the terms and conditions prescribed in ~~multiple~~the ~~jurisdictions.~~amalgamation Weagreement ~~believe~~to webe ~~will~~signed ~~benefit~~by ~~from their~~Marine ~~accomplishments,~~Thinking and ~~specifically~~Amalgamation Sub ~~their~~and ~~current~~in ~~activities~~accordance inwith section 181 of the ~~Asian~~CBCA ~~market~~(the “Amalgamation”). Following the Amalgamation Effective Time, inAmalco will ~~identifying~~become ~~attractive~~a ~~acquisition~~direct ~~opportunities~~wholly owned subsidiary of EURK.

●The Continuance, ~~Established~~the ~~Deal~~Amalgamation, ~~Sourcing~~and ~~Network~~the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the “Transactions.” The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) Business Day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing.

~~We believe our management~~Support team’s strong track record will provide us with access to high quality companies. In addition, we believe we, through our management team, have contacts and sources from which to generate acquisition opportunities and possibly seek complementary follow-on business arrangements. These contacts and sources include private equity and venture capital sponsors, family offices, executives of public and private companies, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries.Agreement

●Concurrently ~~Status~~with the execution of the BCA, the Sponsor, EURK and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of EURK, or in any action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which the Sponsor owns of record or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) ~~Publicly~~in ~~Listed~~favor ~~Acquisition~~of ~~Company~~the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine Thinking; and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).

~~We believe our structure will~~Voting make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering process. We believe that some target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution, than the traditional initial public offering process. During an initial public offering, there are typically underwriting fees and marketing expenses, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs.Agreement

~~With~~Concurrent ~~respect~~with the execution and delivery of the BCA, Marine Thinking, EURK, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”), have entered into a voting agreement (the “Voting Agreement”), pursuant to which the ~~foregoing~~Requisite Shareholders ~~examples~~agreed ~~and~~to, ~~descriptions~~among other things, ~~past~~(i) ~~performance~~vote, byor ~~our~~cause ~~management~~to ~~team~~be isvoted ~~not~~or consented at a ~~guarantee~~meeting ~~either~~of the holders of the common shares in the capital of Marine Thinking (i“Target Shareholders”) , or in any action by written consent of ~~success~~the ~~with~~shareholders, ~~respect~~all common shares of Marine Thinking which the Requisite Shareholders own of record or have the power to vote (including any ~~business~~successor shares of Company of ~~combination~~which weownership ~~may~~of ~~consummate~~record or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Voting Agreement) (iithe “Subject Shares”) ~~that~~, we(a) ~~will~~in befavor ~~able~~of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to ~~identify~~the aconsummation ~~suitable~~of ~~candidate~~the ~~for~~Business ~~our~~Combination, ~~initial~~and ~~business~~(b) ~~combination.~~against the proposals in connection ~~Potential~~with ~~investors~~other ~~should~~alternative ~~not~~business ~~rely~~combinations ~~upon~~other than the ~~historical~~Business ~~record~~Combination ofwith ~~our~~EURK; ~~management~~and (ii) not to transfer any Subject Shares until the Expiration Time (as ~~indicative~~defined ofin ~~future~~the ~~performance~~Voting Agreement).

~~Acquisition Strategies~~2

~~We will seek to capitalize~~Registration onRights the strength of our management team. Our team consists of experienced investment banking, financial services and capital market professionals and senior operating executives of companies in multiple jurisdictions. Collectively, our officers and directors have decades of experience in mergers and acquisitions and operating companies. We believe we will benefit from their accomplishments, and specifically, their current activities, in identifying attractive acquisition opportunities. However, there is no assurance that we will complete a business combination. Our officers and directors have no prior experience consummating a business combination for a “blank check” company. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.Agreement

2The BCA contemplates that, at the Closing, EURK, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which EURK will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement).

There is no restriction in the geographic location of targets we can pursue, although we intend to initially prioritize Asia. In particular, we intend to focus our search for an initial business combination on private companies in Asia that have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S.Lock-Up ~~public capital markets. We may consummate a business combination with an entity located in China (including Hong Kong and Macau).~~Agreements

~~Acquisition~~The ~~Criteria~~BCA contemplates that at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”), pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing; and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares (as defined in the BCA) held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing. The lock-up period commences on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which EURK completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of EURK’s shareholders having the right to exchange their SPAC Shares or other equity securities of EURK for cash, securities or other property.

~~Our management team intends~~Option toPurchase focus on creating shareholder value by leveraging its experience in the management, operation and financing of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. In addition to the factors listed above, we have identified the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see justification to do so.Agreement

●On July ~~Resilient~~6, ~~Business~~2025, ~~Model.~~the WeSponsor ~~intend~~and Marine Thinking entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”), pursuant to ~~seek~~which ~~target~~the ~~companies~~Sponsor ~~that~~agreed ~~have~~to asell ~~resilient~~to ~~business~~Marine ~~model~~Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333 SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase price of $1,750,000. ~~Such~~The ~~companies~~aggregate exercise price of the option itself is $1.00 for all of the Option Securities. The options are exercisable ~~better~~for ~~positioned~~the toperiod ~~adapt~~commencing toon ~~changing~~the ~~market~~expiration ~~conditions~~or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July 2, 2024 entered into by and ~~consumer~~among ~~preferences~~EURK, ~~which~~the ~~could~~Sponsor ~~provide~~and certain other parties in connection with the IPO) and ending on July 5, 2026. On September 23, 2025, Marine Thinking entered into an option assignment agreement (the “Option Assignment Agreement”) and assigned its rights, interests and obligations in whole under the Option Purchase Agreement to a ~~competitive~~company ~~advantage~~that is owned by the current shareholders of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking.

● Industry Leadership with Sustainable Competitive Advantage. We expect to focus on companies that are or have the potential to become leaders in its verticals. We will look for companies with higher operating efficiency, stronger brand recognition, broader distribution channels or any other characteristic that enable the company to achieve long-term competitive proposition.Finder’s Agreement

●On ~~Revenue~~April ~~and~~1, ~~Earnings~~2025, ~~Growth~~EURK ~~Potential.~~entered into Wea ~~will~~finder’s ~~seek~~agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”), pursuant to ~~acquire~~which the Finder agreed to introduce potential targets to EURK. If EURK consummates a business combination with one or more ~~businesses~~targets ~~that~~introduced ~~have~~by the ~~potential~~Finder ~~for~~during ~~significant~~the ~~revenue~~term ~~and~~of ~~earnings~~the ~~growth~~Finder’s ~~through~~Agreement and a ~~combination~~period of twelve ~~both~~(12) ~~existing~~months ~~and~~following ~~new~~the ~~product~~termination ~~development~~of the Finder’s Agreement, ~~increased~~then ~~production~~EURK ~~capacity~~shall issue to the Finder or its designated affiliates, upon ~~expense~~the ~~reduction~~completion of each business combination(s) and ~~synergistic~~as ~~follow-on~~complete ~~acquisitions~~and ~~resulting~~full incompensation ~~increased~~for ~~operating~~the ~~leverage.~~Finder Weunder ~~expect~~Finder’s ~~such~~Agreement, a ~~businesses~~number of SPAC Class A Shares equal to ~~provide~~the ~~promising~~quotient ~~risk-adjusted~~obtained ~~return~~by ~~for~~dividing ~~our~~3% ~~shareholders~~of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined in the BCA).

● Benefit from Being a Public Company. We intend to acquire a business or businesses with organic and inorganic growth potential that can benefit from being publicly traded and effectively utilize access to broader sources of capital and a public profile that are associated with being a publicly traded company.3

~~This criteria does not intend~~June to2025 beShareholder exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that the Sponsor and management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.Meeting

~~Initial~~On June ~~Business~~30, ~~Combination~~2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

~~Nasdaq~~At the ~~rules~~Extraordinary ~~require~~General ~~that our~~Meeting, ~~initial~~the ~~business~~shareholders ~~combination~~of ~~must~~the beCompany ~~with~~approved ~~one~~the orproposal ~~more~~(the ~~target~~“Charter ~~businesses~~Amendment ~~that~~Proposal”) to ~~together~~amend ~~have~~the anCompany’s ~~aggregate~~Second ~~fair~~Amended ~~market~~and ~~value~~Restated ~~equal~~Memorandum ~~to at~~and ~~least 80%~~Articles of ~~the~~Association, ~~balance~~which inprovided that the ~~trust~~Company ~~account~~has until ~~(less~~July ~~any~~3, ~~taxes~~2025 ~~payable~~to oncomplete ~~interest~~a ~~earned)~~business atcombination, ~~the~~and ~~time~~may ofelect ~~our~~to ~~signing~~extend the period to consummate a ~~definitive~~business combination up to ~~agreement~~two intimes, ~~connection~~each ~~with~~by ~~our~~an ~~initial~~additional ~~business~~three-month ~~combination.~~extension, Iffor ~~our~~a ~~Board~~total of ~~Directors~~up isto ~~not~~six ~~able~~months to ~~independently~~January ~~determine~~3, ~~the~~2026, ~~fair market~~be ~~value~~deleted ofin their entirety and the ~~target~~substitution ~~business~~in ortheir ~~businesses,~~place weof ~~will~~the ~~obtain~~Third anAmended ~~opinion~~and ~~from~~Restated anMemorandum ~~independent~~and ~~investment~~Articles ~~banking~~of ~~firm~~Association or(the ~~another~~“Current ~~independent~~Charter”) ~~firm~~to provide that ~~commonly~~the ~~renders~~Company ~~valuation~~has ~~opinions~~until ~~for~~July 3, 2025 to complete a business combination, and may elect to extend the ~~type~~period ofto ~~company~~consummate a webusiness ~~are~~combination ~~seeking~~up to ~~acquire~~12 ortimes, each by an ~~independent~~additional ~~accounting~~one-month ~~firm.~~extension We(the “Monthly Extension”), for a total of doup ~~not~~to ~~intend~~12 months to ~~purchase~~July ~~multiple~~3, ~~businesses~~2026. inThe ~~unrelated~~Company ~~industries~~agreed inthat ~~conjunction~~it ~~with~~would ~~our~~not ~~initial~~withdraw ~~business~~any ~~combination~~interest from the Trust Account for payment of dissolution expenses.

3In connection with the Extraordinary General Meeting, 2,819,767 Class A ordinary shares of the Company were rendered for redemption, and approximately $29 million was released from the Trust Account to pay such redeeming shareholders.

We have until July 3, 2025 to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination by July 3, 2025, we may extend the period of time to consummate a business combination up to two times, each time by an additional three months (up to January 3, 2026 to complete a business combination) (the “Combined Period”) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. Pursuant to the terms of our amended and restated memorandum and articles of association and the Investment Management Trust ~~Agreement, dated July 2, 2024 between~~ us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial business combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $575,000 on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,150,000) (the “Extension Fee”). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and either be payable upon the consummation of our initial business combination out of the proceeds of the Trust Account released to us, or, at the lender’s discretion, converted upon consummation of our business combination into additional private placement units at a price of $10.00 per unit (the “Extension Units”). If we do not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our initial business combination. Up to $1,500,000 of the loans made by the Sponsor, our officers and directors, or our or their affiliates to us prior to or in connection with our initial business combination (the “Working Capital Loans”) may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination (the “Working Capital Units”), in addition to the convertible notes in connection with the potential extensions. The Extension Units and Working Capital Units would be identical to the Private Units.Amendment

~~If we are unable to consummate~~In anconnection ~~initial~~with ~~business combination within such time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of~~ the ~~outstanding~~Extraordinary ~~public~~General ~~shares~~Meeting, ~~at a per-share price, payable in cash, equal to~~ the ~~aggregate~~Company ~~amount~~entered ~~then on~~into ~~deposit~~an inamendment ~~the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used by us~~ to ~~pay our taxes payable and for dissolution expenses), divided by~~ the ~~number~~trust ofagreement ~~then~~dated ~~outstanding~~July ~~public shares~~2, ~~which~~2024 ~~redemption will completely extinguish public shareholders’ rights as shareholders~~ (~~including~~ the ~~right to receive further liquidation distributions,~~ if“Trust ~~any~~Amendment”), ~~subject~~by ~~to applicable law~~ and asbetween ~~further~~the ~~described~~Company ~~herein,~~ and ~~then~~Continental ~~seek~~Stock toTransfer ~~dissolve~~& ~~and~~Trust ~~liquidate.~~Company, Wea ~~expect~~New ~~the~~York ~~pro~~limited ~~rata redemption~~purpose ~~price~~trust tocompany, beas ~~approximately~~trustee ~~$10.00 per public share~~ (~~regardless of whether or not~~ the ~~underwriters exercise their over-allotment option~~“Trustee”) ~~(subject to increase of up to an additional $0~~.20 per share in the event that our Sponsor elects to extend the period of time to consummate a business combination by the full six months), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

WeThe ~~anticipate~~Trust ~~structuring our~~Amendment ~~initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire~~provides ~~100% of the equity interests or assets of the target business or businesses. We may~~that, ~~however,~~among structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other ~~reasons~~things, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for iteach ~~not~~Monthly toExtension, ~~be required to register as an investment company under~~ the ~~Investment~~amount ~~Company Act~~ of ~~1940,~~ ~~as amended~~$150,000 or (the ~~Investment~~“Monthly ~~Company~~Extension ~~Act.~~Fee”) ~~Even~~shall ifbe ~~the post-transaction company owns or acquires 50% or more of~~deposited ~~the~~into ~~voting securities of~~ the ~~target,~~Trust ~~our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company~~Account, ~~depending on valuations ascribed to the target~~ and, us in the ~~business~~event ~~combination~~that ~~transaction.~~the ~~For~~Monthly ~~example, we~~Extension ~~could~~Fee ~~pursue~~is anot ~~transaction~~being indeposited ~~which~~into wethe ~~issue~~Trust aAccount ~~substantial~~by ~~number of new ordinary shares in exchange for all of~~ the ~~outstanding~~3rd ~~capital~~day ~~stock~~ of aeach ~~target.~~month Insince ~~this~~July ~~case~~3, ~~we would acquire a 100% controlling interest in the target. However~~2025, ~~as a result of~~ the ~~issuance~~Company ofhas a ~~substantial~~ ~~number~~period of ~~new~~thirty ~~shares,~~(30) ~~our~~days ~~shareholders~~(the ~~immediately~~“Cure ~~prior~~Period”) to ~~our~~pay ~~initial~~any ~~business~~applicable ~~combination could own less than a majority~~past ofdue ~~our~~payment ~~outstanding~~for ~~shares~~the ~~subsequent~~Monthly toExtension ~~our initial business combination~~Fee. If ~~less than 100% of~~ the ~~equity~~Company ~~interests~~fails orto ~~assets~~make ofany aapplicable ~~target business~~past ordue ~~businesses~~payment ~~are~~during ~~owned or acquired by~~ the ~~post-transaction~~Cure ~~company~~Period, ~~the~~then ~~portion of such business or businesses that is owned~~the orCompany ~~acquired~~shall isimmediately ~~what~~cease ~~will~~all beoperations, ~~valued~~except for ~~purposes of~~ the ~~80%~~purpose of ~~net~~winding ~~assets~~up, ~~test.~~and Ifliquidate ~~our~~and ~~initial~~dissolve ~~business~~with ~~combination~~the ~~involves~~same ~~more than~~effect ~~one~~as ~~target~~if ~~business,~~ the ~~80%~~Company offailed ~~net~~to ~~assets~~complete ~~test~~a ~~will~~business becombination ~~based~~within on the ~~aggregate~~prescribed ~~value of all of the target businesses~~timeline.

4Extensions and Extension Notes

~~Potential~~Pursuant ~~Legal~~to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and ~~Operational~~$750,000 ~~Risks~~was ~~Associated~~paid by the Sponsor. In connection with ~~Acquiring~~the aSponsor’s payment of the Monthly Extension Fee, the Company ~~that~~issued ~~does~~five ~~Business~~unsecured promissory notes in ~~China~~the aggregate principal amount of $750,000 (the “Extension Notes”) to the Sponsor. The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.

~~Although we currently do not~~Working ~~have~~Capital any PRC subsidiary or China operations, certain of our executive officers and directors are located in, or have significant ties to, China, which may make us a less attractive partner to potential target companies outside the PRC than a non-PRC related SPAC. As a result, we are more likely to acquire a company based in China through subsidiaries and variable interest entities in an initial business combination. If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined company may face various legal and operational risks and uncertainties after the business combination. In order to reduce or limit such risks, we will not consider or undertake an initial business combination with any company which financial statements are audited by an accounting firm that the PCAOB is unable to inspect for two consecutive years. Accordingly, this may limit the pool of acquisition candidates we may acquire in China due in part to PRC laws and regulations against foreign ownership and investment in certain assets and industries, known as restricted industries, including, but not limited to, value added telecommunications services (except for e-commerce, domestic multiparty communications, store-and-forward services and call centers). Further, due to (i) the risks associated with acquiring and operating a business in the PRC and/or Hong Kong and (ii) the fact that certain of our executive officers and directors are located in or have significant ties to China, it may make a us a less attractive partner to certain potential target businesses, including non-China- or non-Hong Kong-based target companies and may also make it more difficult for us to consummate a business combination with a PRC- or Hong Kong-based target business.Loans

~~In the event that we determine~~On toAugust ~~pursue~~25, ~~a business combination target company based in China or Hong Kong~~2025, wethe ~~may~~Company ~~become~~issued ~~subject~~an tounsecured ~~legal~~promissory ~~and~~note ~~operational risks because~~ (the ~~Sponsor~~“Working ~~operates~~Capital inNote” ~~China~~ and, ~~our~~together ~~executive~~with ~~officers~~the ~~and directors are located in or have significant ties to China resulting~~Extension ~~from PRC laws and regulations that are sometimes vague and uncertain~~Notes, ~~and~~the ~~which~~“Notes”) ~~may therefore, present risks that may result~~ in athe ~~material change in its~~ principal ~~operations~~amount ~~in China, significantly depreciation~~ of ~~the~~up ~~value~~to ~~of the combined company’s securities~~$300,000 ~~or materially hinder or prevent the offering of securities by the combined company~~ to ~~investors and cause~~ the ~~value of such securities to significantly decline or be worthless~~Sponsor. The ~~PRC~~proceeds ~~government~~of ~~has significant authority to exert influence on~~ the ~~ability~~Working ofCapital ~~a China-based company to conduct its business~~Note, ~~make or accept foreign investments or list on a U.S. stock exchange. For example, if we enter into a business combination~~which ~~with a target business operating in China, the combined company~~ may ~~face~~be ~~risks~~drawn ~~associated~~down ~~with~~from ~~regulatory~~time ~~approvals~~to oftime ~~the~~until ~~proposed business combination between us and~~ the ~~target,~~Company ~~offshore~~consummates ~~offerings, anti-monopoly regulatory actions, cybersecurity and data privacy, as well as the potential lack of PCAOB inspection of~~ its ~~auditors~~initial ~~or the auditors of the target~~ business. ~~In addition~~combination, ~~the~~will ~~combined company may~~ be ~~subject~~ toused ~~legal~~as ~~and~~general ~~operational~~working ~~risks associated with having substantially all of its operations in China, including risks related to~~capital the legal, political and economic polies of the Chines government, the relations between China and the United States, or PRC or United States regulations, which risks could have a material adverse effect on the combined company’s operations and the value of the securities of the combined companypurposes.

The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect our potential business combination with a PRC operating business and the business, financial condition and results of operations of the combined company.4

The ~~PRC government also recently~~ ~~initiated~~Working aCapital ~~series~~Note ofbears ~~regulatory~~no ~~actions~~interest and ~~statements~~is topayable ~~regulate business operations~~ in ~~China~~full ~~with~~upon ~~little advance notice, including cracking down on illegal activities in~~ the ~~securities~~Maturity ~~market,~~Date. ~~adopting~~The ~~new measures to extend the scope of cybersecurity reviews~~Sponsor, ~~and expanding~~has the ~~efforts in anti-monopoly enforcement. For example~~right, ~~according~~but tonot the ~~New Measures effective on February 15~~obligation, ~~2022, network~~ ~~platform operators with personal information of more than one million users must apply for cyber security review~~ to convert the ~~Cyber~~Working ~~Security Review~~Capital ~~Office~~Note, ~~when~~in ~~they~~whole goor ~~public~~in ~~abroad~~part, ~~and~~respectively, ~~accordingly these companies may not be willing to list on a U.S. stock exchange or enter~~ into aConversion ~~definitive~~Units ~~business~~upon ~~combination~~the ~~agreement~~consummation ~~with~~of ~~us. If we enter into~~ a business combination, as ~~with~~described ~~a target business operating~~ in ~~China,~~ the ~~combined~~prospectus ~~company may face risks associated with regulatory approvals~~ of the ~~proposed~~Company ~~business~~(File ~~combination~~No: ~~between us and the target, offshore offerings, anti~~333-~~monopoly regulatory actions~~277780), ~~and~~by ~~cybersecurity~~providing ~~and~~the ~~data~~Company ~~privacy. The PRC government may also intervene~~ with orwritten ~~influence~~notice ~~the~~of ~~combined company’s operations as~~ the ~~government~~intention ~~deems appropriate~~ to convert ~~further~~at ~~regulatory,~~least ~~political~~two ~~and~~business ~~societal goals.~~days ~~Any~~prior ~~such~~to ~~action,~~the ~~once~~closing ~~taken~~of by the ~~PRC~~business ~~government,~~combination. ~~could~~The ~~make~~number itof ~~more~~Conversion ~~difficult~~Units ~~and costly for us~~ to ~~consummate~~be areceived ~~business combination~~by ~~with~~the aSponsor ~~target business operating~~ in ~~China,~~connection ~~result~~with insuch ~~material~~conversion ~~changes~~shall inbe ~~the~~an ~~combined~~amount ~~company’s~~determined ~~post-combination~~by ~~operations~~dividing ~~and cause~~(x) the ~~value~~sum of the ~~combined~~outstanding ~~company’s~~principal ~~securities~~amount payable to ~~significantly decline, or in extreme cases, become worthless or completely hinder~~ the ~~combined~~Sponsor ~~company’s~~by ~~ability~~(y) ~~to offer or continue to offer securities to investors~~$10.00.

5Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations

IfWe weare ~~acquire~~ a ~~company~~blank ~~based~~check company incorporated in ~~China,~~the toCayman ~~the~~Islands ~~extent~~with ~~that~~no ~~the~~operations ~~combined~~or ~~company~~subsidiaries in ~~the~~China. ~~future~~Currently ~~seeks~~our tocompany ~~fund~~does ~~the~~not ~~business~~own ~~through~~or ~~distribution,~~control ~~dividends~~any ~~or transfer~~equity ofinterest ~~funds~~in ~~among~~any ~~and~~PRC ~~between holding~~ company ~~and~~or ~~subsidiaries,~~operate any ~~such~~business ~~transfer~~in ofChina. ~~funds~~The ~~within~~China ~~and~~Securities ~~among~~Regulatory Commission (the ~~subsidiaries~~“CSRC”) ~~will be subject~~has tonot ~~PRC~~issued ~~regulations.~~any ~~Specifically,~~definitive ~~investment~~rule inor ~~Chinese~~interpretation ~~companies~~concerning iswhether ~~governed~~listing byof ~~the~~our ~~Foreign~~securities ~~Investment~~are ~~Law,~~subject to the ~~dividends~~Regulations ~~and~~on ~~distributions~~Mergers ~~from~~and aAcquisitions ~~PRC~~of ~~subsidiary~~Domestic ~~are~~Enterprises ~~subject~~by toForeign ~~regulations~~Investors (the “M&A Rules”), and ~~restrictions~~we onbelieve ~~dividends~~that ~~and~~we ~~payment~~are not required to ~~parties~~obtain ~~outside~~any oflicenses ~~China~~or approvals, ~~and~~under ~~any~~applicable ~~transfer of~~PRC ~~funds~~laws ~~among~~and ~~the~~regulations, ~~PRC~~for ~~subsidiaries~~our ~~are~~listing ~~allowed~~on ~~under~~Nasdaq and ~~subject~~seeking toa ~~regulations~~target onfor ~~private~~our initial ~~lending~~business combination. ~~Additionally~~Further, ~~the~~according ~~PRC~~to ~~government may~~the ~~impose~~Measures ~~controls~~for onCybersecurity ~~the~~Review, ~~conversion~~which ofwas ~~Renminbi~~promulgated ~~into~~on ~~foreign~~December ~~currencies~~28, 2021 and ~~the~~became ~~remittance~~effective ofon ~~currencies~~February ~~out~~15, of2022, ~~the~~online ~~PRC. In~~platform ~~order for~~operators ~~the~~holding ~~combined~~more ~~company~~than toone ~~pay~~million ~~dividends~~users/users’ toindividual ~~its~~information shall ~~shareholders,~~be ~~the~~subject ~~combined~~to ~~company~~cybersecurity ~~will~~review ~~rely~~before onlisting ~~payments~~abroad. ~~made~~As ~~from~~we ~~the~~are ~~PRC~~a ~~subsidiaries of~~blank ~~the~~check ~~combined~~ company and are not involved in the ~~distribution~~collection of personal data of ~~such~~at ~~payments~~least to1 ~~the~~million ~~combined~~users ~~company~~or asimplicate ~~dividends~~cybersecurity ~~from~~and ~~the~~Marie ~~PRC~~Thinking ~~subsidiaries~~is ofa ~~the~~Canadian ~~combined~~ company., If we ~~are~~do tonot ~~acquire~~believe athat we ~~China-based~~are ~~operating~~or ~~company,~~ the ~~dividends~~post-combination ~~and~~entity ~~distributions~~will ~~from~~be a ~~PRC~~“network ~~subsidiary~~platform ~~are~~operator(s)”, or subject to ~~regulations and~~the ~~restrictions~~cybersecurity onreview ~~dividends~~of the ~~and~~Cyberspace ~~payment~~Administration ~~to parties outside~~ of China ~~and~~ (the ~~combined~~“CAC”). As ~~company~~of ~~may~~the ~~experience~~date ~~difficulties~~hereof, inwe ~~completing the~~have ~~administrative~~not ~~procedures~~received ~~necessary~~any toinquiry, ~~obtain~~notice, warning, ~~and~~sanction ~~remit~~or ~~foreign~~any ~~currency~~regulatory ~~for~~objection ~~the~~to ~~payment~~our oflisting ~~dividends~~ from ~~its~~any ~~subsidiaries,~~relevant ifPRC ~~any~~authorities.

~~Pursuant~~Further, towe ~~the~~do ~~Holding~~not ~~Foreign~~consider ~~Companies~~ourselves ~~Accountable~~a ~~Act~~China-based issuer, orin ~~the HFCAA~~particular, ~~the~~as ~~PCAOB~~specified ~~issued~~in athe ~~Determination~~Trial ~~Report~~Administrative onMeasures ~~December 16,~~of ~~2021~~the ~~which~~Overseas ~~found~~Securities ~~that~~Offering ~~the PCAOB~~and isListing ~~unable~~by toDomestic ~~inspect~~Companies, or ~~investigate~~the ~~completely~~Trial ~~registered~~Measures, ~~public~~and ~~accounting~~five ~~firms~~supporting ~~headquartered~~guidelines inpromulgated ~~(1) mainland~~by ~~China of~~ the ~~PRC because~~CSRC ofon aFebruary ~~position~~17, ~~taken by one or more authorities in mainland China and (2) Hong Kong~~2023, ~~a Special Administrative Region~~which ~~and~~became ~~dependency~~effective ofon ~~the~~March ~~PRC~~31, ~~because~~2023. ofAccording ato ~~position~~the ~~taken~~Trial byAdministration ~~one~~Measures, oran ~~more~~issuer ~~authorities~~is ina ~~Hong Kong.~~“domestic In[Chinese] ~~addition,~~company” if the ~~PCAOB’s~~issuer ~~report identified~~meets both of the ~~specific~~following ~~registered~~conditions ~~public~~and ~~accounting~~thus, ~~firms which are~~ subject to ~~these~~the ~~determinations.~~requirements Onfor ~~December 15,~~domestic ~~2022,~~[Chinese] ~~the PCAOB~~companies ~~announced~~seeking ~~that~~to ~~PCAOB~~offer ~~has~~or ~~secured~~list ~~complete~~securities ~~access~~overseas, toboth ~~inspect~~directly and ~~investigate~~indirectly, ~~public~~thereunder: ~~accounting~~(i) ~~firms~~any ~~headquartered~~of inthe ~~mainland~~total ~~China and Hong Kong~~assets, ~~and~~net ~~vacated~~assets, ~~previous~~revenues or ~~determinations~~profits toof the ~~contrary.~~domestic ~~However,~~operating ~~uncertainties~~entities ~~exist~~of ~~with~~the ~~respect~~issuer toin the ~~implementation~~most ~~of this~~recent ~~framework~~accounting ~~and~~year ~~there~~accounts isfor nomore ~~assurance~~than ~~that~~50% of the ~~PCAOB~~corresponding figure ~~will~~in bethe ~~able~~issuer’s toaudited ~~execute,~~consolidated infinancial astatements ~~timely~~for ~~manner,~~the ~~its~~same ~~future~~period; ~~inspections~~ and ~~investigations in~~(ii) aits ~~manner~~major ~~that~~operational ~~satisfies~~activities are ~~the~~carried ~~Protocol.~~out ~~Should~~in ~~PRC~~China ~~authorities obstruct~~ or ~~otherwise~~its ~~fail~~main toplaces ~~facilitate~~of ~~the~~business ~~PCAOB’s~~are ~~access —~~ located in ~~any~~ ~~way~~China, ~~and~~or atthe ~~any~~senior ~~point~~managers in ~~the~~charge ~~future — the~~of ~~Board~~operation and management of ~~PCAOB~~the ~~will~~issuer ~~act~~are ~~immediately~~mostly toChinese ~~consider~~citizens ~~the~~or ~~need~~are todomiciled ~~issue~~in aChina. ~~new~~We ~~determination. Our~~are ~~auditor,~~a ~~Marcum~~blank ~~Asia~~check ~~CPAs~~company ~~LLP,~~incorporated isin aCayman ~~United States~~Islands ~~accounting~~with no ~~firm~~operation ~~based~~of inour ~~New York~~own ~~City~~except ~~and~~searching isfor ~~subject~~a tonon-China-based ~~regular~~target ~~inspection by~~for ~~the~~our ~~PCAOB.~~initial ~~Marcum~~Business ~~Asia~~Combination. ~~CPAs~~Furthermore, ~~LLP~~we isdo not ~~headquartered~~own or incontrol ~~mainland~~any ~~China~~equity orinterest ~~Hong Kong~~in ~~and~~any ~~was~~PRC ~~not~~company ~~identified~~or operate any business in ~~the~~China, ~~Determination Report~~and asduring athe ~~firm~~fiscal ~~subject~~year toended ~~the~~September ~~PCAOB’s~~30, ~~determinations.~~2025, we Asdo anot ~~special~~have ~~purpose~~50% ~~acquisition~~or ~~company,~~more of our ~~current~~total ~~business~~assets, ~~activities only~~net ~~involve~~assets, ~~searching~~revenues ~~for~~or ~~targets~~profits ~~and~~located ~~consummation~~or ofgenerated ain ~~business combination~~China.

InAs ~~addition, we will affirmatively exclude any target company the financial statements~~ of ~~which are audited by an accounting firm that~~ the ~~PCAOB~~date ~~has been unable to inspect for two consecutive years at the time~~ of ~~our~~this ~~business combination. Notwithstanding the foregoing~~report, ~~in the event that we decide to~~ ~~consummate~~no ~~our~~transfers, ~~initial~~dividends, ~~business combination with a target business based in~~ or ~~primarily~~distributions ~~operating~~have inbeen ~~China,~~made ifby ~~there~~us. isWe ~~any~~have ~~regulatory change~~not ~~which~~adopted ~~prohibits the independent accountants from providing audit documentations located in mainland China~~ or ~~Hong Kong~~maintained ~~to the~~any ~~PCAOB~~other ~~for~~cash ~~inspection~~management orpolicies ~~investigation or the PCAOB expands the scope of the Determination Report so that the target company or the~~and ~~combined~~procedures ~~company~~and isneed ~~subject~~ to ~~the~~comply ~~HFCAA,~~with asapplicable ~~the~~law ~~same may be amended, you may be deprived of the benefits of such inspection which could result in limitation~~ or ~~restriction~~regulations towith ~~our~~respect ~~access~~ to ~~the~~transfer ~~U.S capital markets and trading~~ of ~~our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited~~funds, ~~under~~dividends ~~the~~and ~~HFCAA. On December 29~~distributions, ~~2022,~~if ~~the President~~any. Given ~~signed~~that ~~the~~we ~~Consolidated~~are ~~Appropriations~~not ~~Act,~~a ~~2023,~~China-based ~~which,~~issuer ~~among~~and ~~other~~do ~~things,~~not ~~amended~~expect ~~the HFCAA~~ to ~~reduce the number of consecutive years an issuer can~~ be ~~identified as~~ a ~~Commission~~China-~~Identified~~based ~~Issuer~~issuer ~~before~~upon the ~~Commission~~consummation ~~must~~of ~~impose~~our an initial ~~trading~~Business ~~prohibition on the~~Combination, ~~issuer’s~~we ~~securities~~are ~~from~~not ~~three years~~subject to ~~two years.~~nor ~~Therefore,~~will ~~once~~become ansubject ~~issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA~~ to ~~prohibit~~ the ~~trading~~foreign ~~of the issuer’s securities on a national securities~~ exchange ~~and~~control inrules ~~the over-the-counter market. If the combined company’s auditor cannot be inspected by the PCAOB for two consecutive years, the trading~~ of the ~~securities on any U~~PRC.~~S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited.~~

~~Furthermore~~However, ~~there~~applicable ~~may be~~laws, ~~difficulties~~regulations, inor ~~effecting~~interpretations ~~service~~ of ~~legal~~PRC ~~process~~may change, ~~enforcing~~and ~~foreign~~the ~~judgments~~relevant orPRC ~~bringing~~government ~~actions~~agencies incould ~~China~~reach ~~against~~a usdifferent ~~based~~conclusion. ~~on foreign~~There ~~laws.~~is ~~Certain~~also ofpossibility ~~our~~that ~~current~~we ~~executive~~may ~~officers~~not ~~and~~be ~~directors~~able ~~are~~to ~~located~~obtain ~~in,~~ or ~~have~~maintain ~~significant~~such ~~ties~~approval ~~to,~~or ~~China.~~that ~~Also, if~~ we ~~decide~~inadvertently ~~to consummate~~concluded ~~our~~that ~~initial~~such ~~business~~approval was ~~combination~~not ~~with~~required. aIf ~~target~~prior ~~business~~approval ~~based~~was inrequired ~~and~~while ~~primarily~~we ~~operating~~inadvertently inconcluded ~~China,~~that itsuch isapproval ~~possible~~was ~~that~~not ~~substantially all~~required or aif ~~significant~~applicable laws ~~portion~~and ofregulations ~~combined~~or ~~company’s assets may be located outside of~~ the ~~United States~~interpretation ~~and some~~ of ~~the~~such ~~combined company’s~~were ~~officers~~modified ~~and~~to ~~directors~~require ~~may~~us ~~reside~~to ~~outside~~obtain of the ~~United States.~~approval Asin athe ~~result~~future, itwe may beface ~~difficult to effect service~~regulatory ofactions ~~process~~or ~~upon~~other ~~these~~sanctions ~~officers~~from ~~and~~relevant ~~directors~~Chinese ~~who~~regulatory ~~reside~~authorities. ~~outside~~These ofauthorities ~~the~~may ~~United States.~~take ~~Even~~actions ~~with~~that ~~effective~~could ~~service~~have ofa ~~process, it~~material ~~may~~adverse ~~also~~effect beupon ~~difficult~~our tobusiness, ~~enforce~~financial incondition, ~~U.S. courts~~results ~~judgments~~of ~~obtained~~operations, inreputation ~~U.S. courts~~and ~~based~~prospects, onas ~~the~~well ~~civil~~as ~~liability~~the ~~provisions~~trading price of ~~the~~our ~~U.S. federal~~ securities ~~laws against the officers and directors~~. In addition, ~~there~~any ischanges ~~uncertainty~~in ~~as to whether the courts of the~~ PRC ~~would~~law, ~~recognize~~regulations, or ~~enforce~~interpretations ~~judgments~~may ofseverely ~~U.S. courts~~affect ~~against~~our ~~the officers and directors predicated upon the civil liability provisions of the securities laws of the United States or any state~~operations. ~~The~~Further, ~~recognition~~if ~~and enforcement of foreign judgments~~ we are ~~provided for~~required ~~under~~by the ~~PRC~~Trial ~~Civil~~Measures ~~Procedures~~to ~~Law.~~file ~~PRC courts may recognize and enforce foreign judgments in accordance~~ with the ~~requirements~~CSRC, ~~of the~~we ~~PRC~~cannot ~~Civil~~assure ~~Procedures~~you ~~Law~~that ~~based~~we ~~either~~will onbe ~~treaties~~able ~~between~~to ~~China~~complete ~~and~~such ~~the~~filings ~~country~~in ~~where~~a ~~the~~timely manner, ~~judgment is made~~ or oneven ~~principles~~at ~~of reciprocity between jurisdictions~~all. ~~China~~The ~~does~~CSRC ~~not have any treaties~~ or other ~~forms~~Chinese ofregulatory ~~written~~agencies ~~arrangement~~may ~~with~~also ~~the~~take ~~United States~~actions ~~that~~requiring ~~provide for the reciprocal recognition and enforcement of foreign judgments. In addition~~us, ~~according~~or tomaking ~~the~~it ~~PRC~~advisable ~~Civil~~for ~~Procedures Law~~us, ~~the PRC courts~~ ~~will~~to ~~not~~be ~~enforce~~subject ato ~~foreign~~other ~~judgment~~severe byconsequences, uswhich ~~against~~would ~~the~~materially ~~officers~~affect ~~or directors or~~ the ~~future~~interest ~~combined company if they decide that the judgment violates the basic principles~~ of ~~PRC laws or national sovereignty, security, or~~ the ~~public interest~~investors. AsTo athat ~~result~~extent, itwe ismay ~~uncertain~~not ~~whether~~be ~~and~~able onto ~~what~~conduct ~~basis~~the aprocess ~~PRC~~of ~~court~~searching ~~would~~for ~~enforce~~ a ~~judgment~~potential ~~rendered~~target ~~by a court in the United States~~company. NoAny ~~PRC~~failure ~~legal counsel had been retained for purpose~~ of ~~the~~us ~~IPO~~to ~~and~~fully ~~consequently~~comply ~~the~~with ~~company~~new ~~did~~regulatory ~~not~~requirements may ~~rely~~significantly onlimit ~~the~~or ~~advice~~completely ofhinder ~~PRC~~our ~~counsel.~~ability ~~The~~to ~~above~~continue ~~discussion~~to islist ~~based~~our securities on ~~our~~Nasdaq ~~management’s understanding~~or ofoffer the ~~current PRC laws~~securities, ~~rules, regulations and local market practices and we cannot assure you that our management’s~~causing ~~understanding~~significant isdisruption ~~correct.~~to ~~If we begin~~ our business ~~combination~~operations, ~~process~~severely ~~with~~damage aour ~~China-based target~~reputation, wematerially ~~expect~~and toadversely ~~retain~~affect aour ~~PRC~~financial ~~legal counsel~~condition ~~who will advise us~~ and ~~provide~~results ~~its opinion~~ of ~~counsel~~operations ~~relating to the enforceability of civil liabilities~~ and wecause ~~cannot assure you that~~ the ~~PRC~~securities ~~legal~~to ~~counsel~~significantly ~~will~~decline ~~reach the same conclusion as our management’s assessment above. Furthermore, there would be added costs and issues with bringing an original action~~ in ~~foreign~~value ~~courts against the combined company~~ or ~~the~~become ~~officers and directors to enforce liabilities based upon the U~~worthless.~~S. Federal securities laws, and they still may be fruitless.~~

~~Potential~~Pursuant to ~~Approvals~~the ~~from~~Holding Foreign Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1) mainland China of the PRC ~~Governmental~~because of a position taken by one or more authorities in mainland China and (2) Hong Kong, a Special Administrative ~~Authorities~~Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On December 15, 2022, the PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and Hong Kong, and vacated previous determinations to the contrary. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Protocol. Should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access — in any way and at any point in the future — the Board of PCAOB will act immediately to consider the need to issue a new determination. Our auditor, Marcum Asia CPAs LLP, is a United States accounting firm based in New York City and is subject to regular inspection by the PCAOB. Marcum Asia CPAs LLP is not headquartered in mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB’s determinations. As a special purpose acquisition company, our current business activities only involve searching for targets and consummation of a ~~Business~~business ~~Combination~~combination.

WeIn addition, ~~are~~we ~~not~~will ~~limited~~affirmatively toexclude aany ~~particular~~target ~~industry~~company orthe ~~geographic~~financial ~~region~~statements ~~for purposes~~ of ~~consummating~~which are audited by an ~~initial~~accounting ~~business~~firm ~~combination~~that ~~but~~the PCAOB ~~will~~has ~~initially~~been ~~focus~~unable onto ~~Asia.~~inspect ~~Though~~for wetwo ~~currently~~consecutive years doat ~~not~~the ~~have~~time ~~any~~of ~~PRC~~our ~~subsidiary or~~business ~~China~~combination. ~~operations~~Notwithstanding the foregoing, in the event that we ~~may~~decide to consummate our initial business combination with a target ~~with~~business ~~principal~~based ~~operations~~ in or primarily operating in China, ~~(excluding~~if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the ~~financial~~combined ~~statements~~company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which ~~are~~could ~~audited~~result byin anlimitation ~~accounting~~or ~~firm~~restriction ~~identified~~to byour access to the ~~PCAOB~~U.S capital markets and trading of our securities on a national securities exchange or in the ~~Determination~~over-the-counter ~~Report~~trading market in the U.S. may be prohibited, under the HFCAA. On December 29, or2022, ~~that~~the President signed the ~~PCAOB~~Consolidated ~~has~~Appropriations ~~been~~Act, ~~unable~~2023, which, among other things, amended the HFCAA to ~~inspect~~reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, ~~and~~the beCommission ~~subject~~is required under the HCFAA to ~~certain~~prohibit ~~legal~~the trading of the issuer’s securities on a national securities exchange and ~~operational~~in ~~risks~~the ~~associated~~over-the-counter market. If the combined company’s ~~with~~auditor ~~its~~cannot ~~operations~~be inspected by the PCAOB for two consecutive years, the trading of the securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the ~~PRC~~U.S., will be prohibited.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies in 2006, and amended in 2009, require an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The scope of the M&A Rules covers two types of transactions: (a) equity deals where the acquisition by a foreign investor, i.e., the offshore special purpose vehicle, of equity in a “PRC domestic company,” and (b) asset deals where the acquisition by an offshore special purpose vehicle of the assets of a “PRC domestic company.” Neither the equity deals or the asset deals will be involved in our business combination process with a China-based target for the reason that the offshore special purpose vehicle of such China-based target directly holds shares through the wholly foreign owned enterprise(s) or WFOE, which are established by means of direct investment rather than by equity deals or asset deals under the M&A Rules. To date, the CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the indirect listing of a China-based entity as part of the business combination are subject to the CSRC approval procedures under the M&A Rules. As a result, based on our management’s understanding of the current PRC laws, rules, regulations and local market practices, the CSRC’s approval under the M&A Rules will not be required in the context of our business combination with a China-based target. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles and the above analysis are subject to any new laws, rules and regulations or detailed implementation and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. It is possible that we may need to obtain approvals or permissions from CSRC in order for us to complete a business combination with a China-based target pursuant to the M&A Rules. If we are required to obtain such approvals, we cannot assure we will be able to receive them in a timely manner, or at all.6

7Furthermore, there may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign laws. Certain of our current executive officers and directors are located in, or have significant ties to, China. Also, if we decide to consummate our initial business combination with a target business based in and primarily operating in China, it is possible that substantially all or a significant portion of combined company’s assets may be located outside of the United States and some of the combined company’s officers and directors may reside outside of the United States. As a result, it may be difficult to effect service of process upon these officers and directors who reside outside of the United States. Even with effective service of process, it may also be difficult to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the officers and directors. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against the officers and directors predicated upon the civil liability provisions of the securities laws of the United States or any state. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. No PRC legal counsel had been retained for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel. The above discussion is based on our management’s understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our management’s understanding is correct. If we begin our business combination process with a China-based target, we expect to retain a PRC legal counsel who will advise us and provide its opinion of counsel relating to the enforceability of civil liabilities and we cannot assure you that the PRC legal counsel will reach the same conclusion as our management’s assessment above. Furthermore, there would be added costs and issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities based upon the U.S. Federal securities laws, and they still may be fruitless.

~~In addition, on December 24,~~Enforceability ~~2021, the CSRC released for public comments Provisions~~ of ~~the~~Civil State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Draft Rules”). The Draft Rules, if declared into effect, will implement a new regulatory framework requiring Chinese businesses to file with CSRC when pursuing overseas listings. The Draft Rules propose a new filing system for all Chinese companies (including the VIE-structured companies) that are pursuing listings outside mainland China. An overseas listing is required to be filed with CSRC within three working days (i) following the submission of IPO application in the case of an IPO (or similar application in the case of a dual listing on another market), or (ii) following the submission of offering/registration applications (or following the first announcement of the transaction, as applicable) in the case of a SPAC listing or “back-door” listing. It is our management’s understanding that the Draft Rules, if enacted as it is, will subject a China-based target to the new filing system if we decide to consummate our initial business combination with such target. The China-based target and the combined company may be subject to additional compliance requirements in the future if a final rule is adopted with material changes from the Draft Rules. Though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us, we cannot assure you that we will be able to receive clearance of such filing requirements in a timely manner, or at all.Liability

~~On December 27, 2021,~~The ~~the~~Company’s ~~National~~management ~~Development~~consists ~~and Reform Commission (the “NDRC”) and the Ministry~~ of ~~Commerce~~two ~~(the~~officers ~~“MOFCOM”)~~located ~~promulgated Special~~in ~~Administrative~~China, ~~Measures~~two ~~(Negative~~directors ~~List)~~located ~~for~~in the ~~Access~~United ofStates ~~Foreign~~and ~~Investment~~one ~~(2021~~director ~~Version), effective as of January 1, 2022~~located ~~(the~~in ~~“Negative List”)~~Switzerland. ~~Compared to the previous version~~Further, there ~~are~~is nouncertainty ~~specific~~if ~~industries~~any ~~added~~officers toand ~~the~~directors ~~list~~of ~~but, for~~ the ~~first time,~~post-combination itentity ~~declares~~will ~~China’s~~be ~~jurisdiction~~located ~~over~~outside ~~(and detailed regulatory requirements on) overseas listings made by Chinese businesses~~the inUnites ~~the so-called “Prohibited Industries~~States.” ~~According~~As toa ~~Article 6~~result, ofit ~~the~~may ~~Negative~~be ~~List~~difficult, ~~domestic~~or ~~enterprises engaging~~ in ~~businesses~~some incases ~~which~~not ~~foreign~~possible, ~~investment~~for isinvestors ~~prohibited~~in ~~shall obtain approval from~~ the ~~relevant~~United ~~authorities~~States ~~before~~to ~~offering~~enforce ~~and~~their ~~listing~~legal ~~their~~rights, ~~shares~~to oneffect anservice ~~overseas~~of ~~stock~~process ~~exchange.~~upon Inthose ~~addition,~~officers ~~certain~~and ~~foreign~~directors ~~investors~~(prior ~~shall~~to ~~not be involved in the operation~~ or ~~management of~~after the ~~relevant~~business ~~enterprise,~~combination) ~~and~~located ~~shareholding~~outside ~~percentage restrictions under relevant domestic securities investment management regulations~~the ~~shall~~United ~~apply~~States, to ~~such~~enforce ~~foreign~~judgments ~~investors.~~of ~~The~~United ~~intended~~States ~~scope~~courts ofpredicated ~~such~~upon ~~jurisdiction~~civil ~~was~~liabilities ~~further~~and ~~clarified~~criminal bypenalties ~~NDRC officials~~ on athem ~~press~~under ~~conference~~United ~~held~~States onsecurities ~~January 18, 2022~~laws.

~~On July 6~~In particular, ~~2021,~~ the ~~General~~ ~~Office~~PRC ofdoes ~~the~~not ~~Central~~have ~~Committee~~treaties ofproviding for the ~~Communist~~reciprocal ~~Party~~recognition ~~of China~~ and ~~the~~enforcement ~~General~~of ~~Office~~judgments of courts with the ~~State~~United States ~~Council~~and ~~jointly~~many ~~issued~~other ~~the Opinions~~countries onand ~~Strictly~~regions, ~~Cracking~~and ~~Down~~you onmay ~~Illegal~~have ~~Securities~~to ~~Activities~~incur ~~According~~substantial tocosts ~~Law~~and ~~(the~~contribute ~~“Opinions”),~~significant ~~which~~time ~~call~~to ~~for~~enforce ~~strengthened~~civil ~~regulation~~liabilities ~~over~~and ~~illegal~~criminal ~~securities~~penalties ~~activities~~in ~~and~~reliance ~~supervision~~ on ~~overseas~~legal ~~listings~~remedies byunder ~~China-based~~PRC ~~companies~~laws. Therefore, recognition and ~~propose~~enforcement toin ~~take~~the ~~effective~~PRC of ~~measures,~~judgement ~~such~~of asUnited ~~promoting~~States ~~the~~courts ~~development~~in ofrelation ~~relevant~~to ~~regulatory~~any ~~systems~~matter tonot ~~deal~~subject ~~with~~to ~~the~~a ~~risks~~binding ~~and~~arbitration ~~incidents~~provision ~~faced~~may bybe ~~China-based~~difficult ~~overseas-listed companies~~or impossible.

~~Uncertainties still exist~~U.S. asForeign toInvestment how the M&A Rules could be interpreted or implemented in the future, and the Opinions stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.Regulations

~~Furthermore~~Dr. Fen Zhang, ~~pursuant~~our toChief ~~the PRC~~Executive ~~Cybersecurity~~Officer ~~Law~~and Chairman, ~~which~~is ~~was~~the ~~promulgated~~sole bydirector and the ~~Standing~~sole ~~Committee~~member of the ~~National~~Sponsor ~~People’s~~and ~~Congress~~as onsuch ~~November 7,~~is ~~2016~~deemed to have sole voting and ~~took~~investment ~~effect~~discretion onwith ~~June 1,~~respect ~~2017,~~to ~~personal~~our ~~information~~shares ~~and~~held ~~important~~by ~~data~~the ~~collected~~Sponsor. ~~and~~Dr. ~~generated~~Zhang byis not a ~~critical~~U.S. ~~information~~person, ~~infrastructure operator~~and inas of the date ~~course~~hereof, ofthe ~~its~~Sponsor ~~operations~~owns inapproximately ~~China~~33.89% ~~must~~of beour ~~stored~~issued inand ~~China,~~outstanding ~~and~~shares. ifControlling aor ~~critical~~non-controlling ~~information~~investments in ~~infrastructure~~U.S. ~~operator~~businesses ~~purchases internet~~that ~~products~~produce, ~~and~~design, ~~services~~test, ~~that~~manufacture, ~~affects~~fabricate or ~~may~~develop ~~affect~~one ~~national~~or ~~security,~~more itcritical ~~should~~technologies bein ~~subject~~one toof ~~cybersecurity~~27 ~~review~~identified industries by— ~~the~~including ~~CAC. In April 2020~~aviation, ~~the~~defense, ~~CAC~~semiconductors, telecommunications and ~~certain~~biotechnology ~~other~~— ~~PRC~~are ~~regulatory~~subject ~~authorities~~to ~~promulgated~~a ~~the~~mandatory filing ~~Measures~~with ~~for~~the ~~Cybersecurity~~Committee ~~Review,~~on ~~which~~Foreign ~~requires that~~Investment ~~operators~~in ofthe ~~critical~~U.S. ~~information~~(“CFIUS”). ~~infrastructure~~In ~~must~~addition, ~~pass~~CFIUS ais ~~cybersecurity~~an ~~review~~interagency ~~when~~committee ~~purchasing~~authorized to ~~network~~review ~~products~~certain ~~and~~transactions ~~services~~involving ~~which do~~foreign orinvestment ~~may~~in ~~affect~~the ~~national~~United ~~security.~~States Onby ~~January 4,~~foreign ~~2022,~~persons ~~the CAC,~~ in ~~conjunction~~order ~~with~~to ~~12 other~~determine ~~government~~the ~~departments issued~~effect ~~the~~of ~~New~~such ~~Measures~~transactions ~~for~~on ~~Cybersecurity~~the ~~Review~~national (security of the ~~“New~~United ~~Measures”)~~States. ~~The~~Because ~~New~~we ~~Measures~~may ~~amends~~be ~~the~~considered ~~Measures~~a ~~for~~“foreign ~~Cybersecurity~~person” ~~Review~~under ~~(Draft~~such ~~Revision~~rules ~~for~~and ~~Comments)~~regulations, ~~(the~~any ~~“Draft~~proposed ~~Measures”)~~business ~~released~~combination onbetween ~~July 10,~~us ~~2021~~ and ~~came~~a ~~into~~U.S. ~~effect~~business onengaged ~~February 15, 2022.~~in ~~The~~a ~~New~~regulated ~~Measures~~industry ~~include~~or ~~data~~which may ~~processing~~affect ~~activities~~national ofsecurity, ~~network~~we ~~platform~~could ~~operators~~be ~~that~~subject ~~affect~~to orsuch ~~may~~foreign ~~affect~~ownership ~~national~~restrictions ~~security~~and/or ~~into cybersecurity~~CFIUS review. ~~and~~The ~~clarify~~scope ~~that~~of ~~network~~CFIUS ~~platform~~was expanded ~~operators~~by ~~with~~the ~~personal~~Foreign ~~information~~Investment ofRisk ~~more~~Review ~~than~~Modernization ~~one~~Act ~~million~~of ~~users~~2018 ~~must~~(“FIRRMA”) ~~apply~~to ~~for~~include certain non-passive, non-controlling ~~cybersecurity~~investments ~~review~~in tosensitive ~~the~~U.S. ~~Cybersecurity~~businesses ~~Review~~and ~~Office~~certain ~~when~~acquisitions ~~they~~of goreal ~~public~~estate ~~abroad.~~even ~~The~~with ~~PRC~~no ~~Data~~underlying ~~Security~~U.S. ~~Law~~business. FIRRMA, ~~which~~and ~~took~~subsequent implementing ~~effect~~regulations onthat ~~September 1, 2021,~~are ~~imposes~~now ~~data~~in ~~security~~force, ~~and~~also ~~privacy~~subject ~~obligations~~certain oncategories ~~entities~~of ~~and~~investments ~~individuals~~to ~~that~~mandatory ~~carry~~filings. ~~out~~If ~~data~~our ~~activities,~~potential initial ~~provides~~Business ~~for~~Combination with a ~~national security~~U.S. ~~review~~business ~~procedure~~falls ~~for~~within ~~data~~the ~~activities~~scope ~~that~~of ~~may~~foreign ~~affect~~ownership ~~national~~restrictions, ~~security~~we ~~and~~may ~~imposes~~be ~~export~~unable ~~restrictions~~to onconsummate a ~~certain~~business ~~data~~combination ~~and~~with ~~information~~such business. On ~~August 20,~~In ~~2021~~addition, ~~the~~if ~~Standing~~our ~~Committee~~potential ofbusiness ~~the~~combination ~~People~~falls within CFIUS’s ~~Congress~~jurisdiction, we ~~promulgated~~may ~~the~~be ~~PRC~~required ~~Personal~~to ~~Information~~make ~~Protection~~a ~~Law (the~~mandatory ~~“PIPL”),~~filing ~~which~~or isdetermine to ~~take~~submit ~~effect~~a onvoluntary ~~November 1,~~notice ~~2021.~~to ~~The~~CFIUS, ~~PIPL~~or ~~sets~~to ~~out~~proceed with the ~~regulatory~~initial ~~framework~~business combination ~~for~~without ~~the~~notifying ~~handling~~ CFIUS and ~~protection~~risk ofCFIUS ~~personal~~intervention, ~~information~~before ~~and~~or ~~the~~after ~~transmission~~closing ofthe ~~personal~~initial ~~information~~business ~~overseas~~combination. IfCFIUS ~~our~~may decide ~~potential~~to ~~future~~block ~~target~~or ~~business in~~delay ~~China~~our ~~involves~~initial ~~collecting~~business ~~and~~combination, ~~retaining~~impose ~~internal~~conditions orto ~~customer~~mitigate ~~data,~~national itsecurity isconcerns ~~our~~with ~~management’s~~respect ~~understanding~~to ~~that~~ such initial ~~target~~ business ~~might~~ becombination ~~subject~~or toorder ~~the~~us ~~relevant~~to ~~cybersecurity~~divest ~~laws~~all ~~and~~or ~~regulations,~~a ~~including~~portion ~~the~~of ~~PRC~~a ~~Cybersecurity~~U.S. ~~Law~~business ~~and~~of the ~~PIPL~~combined ascompany ~~discussed~~if ~~above, and~~we ~~that~~had ~~such~~proceeded ~~target~~without first ~~business~~obtaining ~~needs~~CFIUS toclearance. goThe ~~through~~foreign ~~the~~ownership ~~cybersecurity~~limitations, ~~review~~and ~~process~~the ~~before~~potential ~~effecting~~impact aof ~~business~~CFIUS, ~~combination~~may iflimit itthe isattractiveness ~~deemed~~of as a ~~critical~~transaction ~~information~~with ~~infrastructure~~us ~~operator~~or ~~purchasing~~prevent ~~internet~~us ~~products~~from ~~and~~pursuing ~~services~~certain ~~that~~initial ~~affects~~business orcombination ~~may~~opportunities ~~affect~~that ~~national~~we ~~security, a~~believe ~~network~~would ~~platform~~otherwise be ~~operator~~beneficial ~~that~~to ~~affect~~us orand ~~may~~our ~~affect~~shareholders. ~~national~~As ~~security~~a result, orthe apool ~~network~~of ~~platform~~potential ~~operator~~targets with ~~personal~~which ~~information~~we ofcould ~~more~~complete an initial business ~~than~~combination ~~one~~may ~~million~~be ~~users.~~limited ~~Since~~and ~~the~~we ~~New~~may ~~Measures~~be isadversely ~~new,~~affected ~~the~~in ~~implementation~~terms ~~and~~of ~~interpretation~~competing ~~thereof~~with ~~are~~other special purpose acquisition companies which do not ~~yet~~have ~~clear~~similar foreign ownership issues.

~~No PRC legal counsel has been~~Moreover, ~~retained by~~ the ~~Company.~~process ~~The~~of ~~above~~government ~~discussion~~review, iswhether ~~based~~by onCFIUS ~~our~~or ~~management’s understanding of the current PRC laws~~otherwise, ~~rules,~~could ~~regulations and~~be ~~local~~lengthy. ~~market~~Because ~~practices and~~ we ~~cannot~~have ~~assure~~only ~~you~~a ~~that~~limited ~~our~~time ~~management’s~~to ~~understanding~~complete ~~is correct. If we engage in~~ our initial business combination ~~process~~our ~~with~~failure ato ~~China-based~~obtain ~~target,~~any werequired ~~expect~~approvals towithin ~~retain~~the ~~legal~~requisite ~~experts~~time inperiod ~~the~~may ~~PRC~~require ~~and~~us ~~the~~to Uliquidate.~~S. that~~ If ~~are~~we ~~experienced~~liquidate, ~~with structuring~~our ~~offshore~~public ~~transactions~~shareholders ~~with~~may ~~U.S. public~~only ~~companies~~receive $10.00 ~~Additionally,~~per weshare ~~expect~~initially, ~~that~~and ~~the~~our ~~PRC~~warrants ~~legal~~and ~~expert~~rights will ~~advise~~expire ~~us and~~worthless. ~~provide~~This ~~its~~will ~~opinion~~also ofcause ~~counsel~~you ~~relating~~ to ~~the~~lose ~~approvals~~any ~~from~~potential ~~the~~investment ~~PRC~~opportunity ~~Governmental~~in ~~Authorities~~a ~~for~~target ~~the~~company ~~business combination~~ and ~~we cannot assure you that~~ the ~~PRC~~chance ~~legal~~of ~~counsel~~realizing ~~will~~future ~~reach~~gains ~~the same conclusion as our management’s assessment above. We plan to consult with~~on ~~PRC~~your ~~government~~investment ~~officials~~through ~~when~~any ~~possible~~price toappreciation ~~assist~~in usthe ~~with~~combined ~~complying with these structuring considerations and changing developments~~company.

~~Transfer of Cash to and from Our Post-Combination Organization If We Acquire a Company Based in China (Post-Business Combination)~~Facilities

WeOur executive offices are located aat ~~blank~~14 ~~check~~Prudential ~~company with~~Tower, noSingapore ~~subsidiaries~~049712 and noour ~~operations~~telephone ofnumber ~~our~~is ~~own~~(+1) ~~except~~949 ~~searching~~899 ~~for~~1827. aWe ~~suitable~~make ~~target~~$10,000 toper ~~consummate~~month anpayment ~~initial~~to ~~business combination.~~the AsSponsor offor ~~the~~office ~~date~~space, ofutilities ~~this~~and ~~annual~~secretarial ~~report,~~and noadministrative ~~transfers,~~support. ~~dividends,~~We orconsider ~~distribution~~our ~~have~~current ~~been~~office ~~made~~space byadequate usfor our current operations.

If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined company whose securities will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. After the business combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends paid by its PRC subsidiaries. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal to half of its registered capital). As a result, the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company. Furthermore, if certain procedural requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local branches. However, where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required.Employees

~~The PRC government may take~~We ~~measures~~currently athave ~~its~~Dr. ~~discretion~~Fen ~~from~~Zhang ~~time~~as tothe ~~time~~Chief toExecutive ~~restrict~~Officer ~~access~~and toMr. ~~foreign~~Zhechen ~~currencies~~Wang ~~for~~as ~~current~~the ~~account~~Chief orFinancial ~~capital account transactions~~Officer. If ~~the~~They ~~foreign~~are ~~exchange~~not ~~control~~obligated to ~~regulations~~devote ~~prevent~~any ~~the~~specific ~~PRC~~number ~~subsidiaries~~ of ~~the~~hours ~~combined~~to ~~company~~our ~~from~~matters ~~obtaining~~but ~~sufficient~~they ~~foreign~~intend ~~currencies~~ to ~~satisfy~~devote ~~their~~as ~~foreign~~much ~~currency demands, the PRC subsidiaries~~ of ~~the~~their ~~combined~~time ~~company~~as ~~may~~they ~~not~~deem benecessary ~~able~~ to ~~pay~~our ~~dividends or repay loans~~affairs inuntil ~~foreign~~we ~~currencies~~have tocompleted ~~their~~our ~~offshore~~initial ~~intermediary~~business ~~holding companies and ultimately to the combined company~~combination. WeThe ~~cannot~~amount ~~assure~~of ~~you~~time ~~that new~~they ~~regulations or policies~~ will ~~not~~devote ~~be promulgated~~ in ~~the~~any ~~future,~~time ~~which~~period ~~may~~will ~~further~~vary ~~restrict~~based ~~the~~on ~~remittance of Renminbi into or out of~~whether ~~the~~a ~~PRC. We~~target ~~cannot~~business ~~assure~~has ~~you,~~been inselected ~~light~~for ofour ~~the~~initial ~~restrictions~~business incombination ~~place,~~and ~~or any amendment to be made from time to time, that~~ the ~~PRC subsidiaries~~stage of the ~~combined~~initial ~~company~~business ~~will~~combination beprocess ~~able to satisfy their respective payment obligations that~~ we are ~~denominated~~ in. ~~foreign~~We ~~currencies, including~~do ~~the~~not ~~distribution~~intend ofto ~~earnings~~have ~~from~~any ~~our~~full ~~businesses,~~time ~~including~~employees ~~subsidiaries,~~prior to the ~~parent~~completion ~~company~~of ~~and~~our ~~U.S.~~initial ~~investors~~business ~~as well as the ability to settle amounts owed under contractual agreements~~combination.

9Item 1A. Risk Factors.

~~Furthermore, the transfer~~As ofa ~~funds~~smaller ~~among~~reporting ~~the~~company, ~~PRC~~we ~~subsidiaries~~ are subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was issued by the Supreme People’s Court of the People’s Republic of China on August 25, 2015 and amended on August 19, 2020 and December 29, 2020, respectively, to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases do not ~~apply~~required to ~~the~~include ~~disputes~~risk ~~arising~~factors ~~from relevant financial services such as loan disbursement by financial institutions and their branches established upon approval by the financial regulatory authorities to engage~~ in ~~lending~~this ~~business.~~Annual The Provisions on Private Lending Cases set forth that private lending contracts will be deemed invalid under the circumstance that (i) the lender swindles loans from financial institutions for relending; (ii) the lender relends the funds obtained by means of a loan from another profit-making legal person, raising funds from its employees, or illegally taking deposits from the public; (iii) the lender who has not obtained the lending qualification according to the law lends money to any unspecified object of the society for the purpose of making profits; (iv) the lender lends funds to a borrower when the lender knows or should have known that the borrower intended to use the borrowed funds for illegal or criminal purposes; (v) the lending is violations of public orders or good morals; or (vi) the lending violates mandatory provisions of laws or administrative regulationsReport. The Provisions on Private Lending Cases set forth that the People’s Court shall support the interest rates not exceeding four times of the market interest rate quoted for one-year loan at the time the private lending contracts were entered into. It is our management’s understanding that the Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.

~~Enforceability~~Item 1B. ofUnresolved ~~Civil~~Staff ~~Liability~~Comments.

~~The Company’s management consists of two officers located in China, one director in Hong Kong, one director located in the United States and one director located in Switzerland~~None. Further, there is uncertainty if any officers and directors of the post-combination entity will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws.

~~In particular, the PRC does~~Item not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties in reliance on legal remedies under PRC laws1C. ~~Therefore, recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.~~Cybersecurity

UWe are a special purpose acquisition company with no business operations.S Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. ~~Foreign~~Therefore, ~~Investment~~we ~~Regulations~~do not consider that we face significant cybersecurity risk.

~~Dr. Fen Zhang, our Chief~~We ~~Executive Officer and Chairman, is the sole director and the sole member of the Sponsor and as such is deemed to~~ have ~~sole voting and investment discretion with respect to our shares held by the Sponsor. Dr. Zhang is~~ not aadopted ~~U.S.~~any ~~person,~~cybersecurity ~~and~~risk asmanagement ofprogram ~~the date hereof, the Sponsor owns approximately 21.39% of our issued and outstanding shares. Controlling~~ or ~~non-controlling~~formal ~~investments~~processes infor ~~U.S.~~assessing ~~businesses that~~cybersecurity produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject to a mandatory filing with the Committee on Foreign Investment in the Urisk.S. ~~(“CFIUS”).~~Our Inmanagement ~~addition, CFIUS~~ is ~~an interagency committee authorized to review certain transactions~~generally ~~involving~~responsible ~~foreign~~for ~~investment~~assessing in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a “foreign person” under such rules and ~~regulations,~~managing any ~~proposed business~~cybersecurity ~~combination between us and a U~~threats.S. ~~business~~If ~~engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions~~ and~~/or~~ ~~CFIUS~~when ~~review.~~any ~~The~~reportable ~~scope~~cybersecurity ofincident ~~CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive~~arises, ~~non-controlling~~our ~~investments in sensitive U.S. businesses~~management ~~and~~shall ~~certain~~promptly ~~acquisitions~~report ofsuch ~~real~~matters ~~estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments~~ to ~~mandatory filings. If~~ our ~~potential~~board ~~initial Business Combination with a U.S. business falls within the scope~~ of ~~foreign~~directors ~~ownership~~for ~~restrictions,~~further ~~we may be unable to consummate a business combination with such business. In addition~~actions, ifincluding ~~our~~regarding ~~potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with~~ the ~~initial~~appropriate ~~business combination without notifying CFIUS and risk CFIUS intervention~~disclosure, ~~before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination~~mitigation, ~~impose conditions to mitigate national security concerns with respect to such initial business combination or order~~ ~~us to divest all~~ or aother ~~portion~~response of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or ~~prevent us~~actions ~~from pursuing certain initial business combination opportunities~~ that wethe ~~believe~~board ~~would~~deems ~~otherwise~~appropriate ~~be beneficial~~ to ~~us and our shareholders~~take. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

10As of the date of this report, we have not encountered any cybersecurity incidents since our IPO.

~~Moreover, the process of~~Item ~~government review, whether by CFIUS or otherwise, could be lengthy~~2. ~~Because we have only a limited time to complete our initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate~~Properties. If we liquidate, our public shareholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

~~Facilities~~We do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices are located at 14 Prudential Tower, Singapore 049712 and our telephone number is (+1) 949 899 1827.

~~Our executive offices are~~Item ~~located at Suite 1608, 16th Floor, Fortress Tower, 250 King’s Road, North Point, Hong Kong and our telephone number is (+1) 949 899 1827~~3. WeLegal ~~make $10,000 per month payment to the Sponsor for office space, utilities and secretarial and administrative support~~Proceedings. ~~We consider our current office space adequate for our current operations.~~

~~Employees~~We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

~~We currently have Dr. Fen~~Item ~~Zhang as the Chief Executive Officer and Mr~~4. ~~Zhechen~~Mine ~~Wang~~Safety ~~as the Chief Financial Officer~~Disclosures. They are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

~~Item 1A~~Not applicable. ~~Risk Factors.~~

~~As a smaller reporting company, we are not required to include risk factors in this Annual Report.~~8

~~Item 1B. Unresolved Staff Comments.~~PART II

~~None~~Item 5. Market Information.

~~Item~~Our Public ~~1C.~~Units, ~~Cybersecurity~~Class A Ordinary Shares and Rights are each traded on The Nasdaq Capital Market under the symbols “EURKU,” “EURK” and “EURKR,” respectively.

We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk.Holders

~~We have not adopted any cybersecurity~~As ~~risk~~of ~~management~~the ~~program~~date orhereof, ~~formal~~we ~~processes~~had ~~for~~2 ~~assessing~~holders ~~cybersecurity~~of ~~risk.~~record ~~Our~~of ~~management~~our isunits, ~~generally~~2 ~~responsible~~holders ~~for~~of ~~assessing~~record ~~and managing~~of ~~any~~our ~~cybersecurity~~separately ~~threats.~~traded IfClass ~~and~~A ~~when~~Ordinary ~~any~~Shares, ~~reportable~~4 holders ~~cybersecurity~~of ~~incident~~record ~~arises,~~of our ~~management~~Class ~~shall~~B ~~promptly~~Ordinary ~~report~~Shares ~~such matters~~and to1 ~~our~~holder ~~board~~ of ~~directors~~record ~~for~~of ~~further~~our ~~actions,~~separately ~~including~~traded ~~regarding~~Rights. ~~the~~The ~~appropriate~~number ~~disclosure,~~of ~~mitigation,~~record ~~or other response or~~holders ~~actions~~was ~~that~~determined from the ~~board~~records ~~deems~~of ~~appropriate~~our totransfer ~~take~~agent.

~~As of the date of this report, we have not encountered any cybersecurity incidents since our IPO.~~Dividends

~~Item~~We have 2not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. ~~Properties~~The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~We do not own any real estate~~Securities orAuthorized ~~other~~for ~~physical~~Issuance ~~properties~~Under ~~materially~~Equity ~~important~~Compensation to our operations. We maintain our principal executive offices are located Suite 1608, 16th floor, Fortress Tower, 250 King’s Road, North Point, Hong Kong and our telephone number is (+1) 949 899 1827.Plans

~~Item 3~~None. ~~Legal Proceedings.~~

~~We are not currently a party~~Recent toSales ~~any material litigation or other legal proceedings brought against us. We are also not aware~~ of ~~any~~Unregistered ~~legal~~Securities; ~~proceeding,~~Use ~~investigation or claim, or other legal exposure that has a more than remote possibility~~ of ~~having~~Proceeds afrom ~~material~~Registered ~~adverse effect on our business, financial condition or results of operations.~~Offerings

~~Item~~On July 4, 2023 and September 29, 2023, the Sponsor acquired 100 and 1,437,400 Class B ordinary shares, par value $0.0001 ~~Mine~~per ~~Safety~~share ~~Disclosures~~(the “Founder Shares”), respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share. On June 27, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 10,000 Founder Shares to each of our independent directors, Dr. M. Anthony Wong (former director), Ms. Lauren Simmons and Kevin McKenzie, at the original purchase price, immediately prior to the closing of the IPO. The issuance of such Class B Ordinary Shares to the Sponsor was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.

~~Not~~On July ~~applicable~~3, 2024, we consummated the IPO of 5,000,000 Units, generating gross proceeds of $50,000,000. Maxim Group LLC acted as representative of the underwriters. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-277780). The registration statement became effective on July 1, 2024.

11On July 3, 2024, substantially concurrently with the closing of the IPO, we completed the Private Placement of 216,750 Initial Private Units to the Sponsor at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,167,500. The issuance of the Initial Private Units was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. We also issued to the Representative, 230,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.

~~PART~~The proceeds IIof $50,000,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement, were placed in the Trust Account.

~~Item~~On July 58, 2024, 750,000 Option Units were sold to the Representative upon its exercise of the Over-Allotment Option, at an offering price of $10.00 ~~Market~~per ~~Information~~Option Unit, generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of an additional 11,250 Additional Private Unit to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to the Representative.

~~Our Public Units, Class A Ordinary Shares and Rights are each traded on The Nasdaq Capital Market under the symbols “EURKU,” “EURK” and “EURKR,” respectively.~~9

~~Holders~~The proceeds of $57.5 million ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement were placed in the Trust Account.

As of the date hereof, we ~~had~~issued 2five ~~holders~~Extension Notes in the aggregate principal amount of ~~record~~$750,000 to the Sponsor. As of ~~our~~the ~~units~~date hereof, 2we ~~holders~~issued one Working Capital Note in the principal amount of ~~record~~up to $300,000 to the Sponsor. The proceeds of ~~our~~the ~~separately~~Working ~~traded~~Capital ~~Class~~Note, Awhich ~~Ordinary~~may ~~Shares~~be drawn down from time to time until the Company consummates its initial business combination, 7will ~~holders~~be ofused ~~record~~as ofgeneral ~~our~~working capital purposes. The ~~Class~~Notes Bbear ~~Ordinary~~no ~~Shares~~interest and 1are ~~holder~~payable in full upon the earlier to occur of ~~record~~(i) the consummation of ~~our~~the ~~separately~~Company’s ~~traded~~business ~~Rights~~combination or (ii) the date of expiry of the term of the Company. The ~~number~~Sponsor, ofhas ~~record~~the ~~holders~~right, ~~was~~but ~~determined~~not ~~from~~the obligation, to convert the ~~records~~Notes, in whole ofor ~~our~~in ~~transfer~~part, ~~agent~~respectively, into the Conversion Units.

~~Dividends~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination~~None. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~Securities Authorized for Issuance Under Equity~~Item ~~Compensation~~6. ~~Plans~~Reserved.

~~None~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Recent~~References to ~~Sales~~the of“Company,” ~~Unregistered~~“EURK,” ~~Securities;~~“us,” ~~Use~~“our,” or “we” refer to Eureka Acquisition Corp. The following discussion and analysis of ~~Proceeds~~our ~~from~~financial ~~Registered~~condition ~~Offerings~~and results of operations should be read in conjunction with our audited consolidated financial statements and related notes herein.

OnThe following ~~July~~discussion ~~4, 2023~~ and ~~September~~analysis ~~29,~~of ~~2023,~~ the ~~Sponsor~~Company’s ~~acquired~~financial ~~100~~condition and ~~1,437,400~~ ~~Class~~results Bof ~~ordinary~~operations ~~shares,~~should ~~par~~be ~~value~~read ~~$0.0001~~in ~~per~~conjunction with ~~share~~our ~~(the~~audited ~~“Founder~~consolidated ~~Shares”),~~financial ~~respectively,~~statements ~~for~~and anthe ~~aggregate~~notes ~~purchase price~~related ofthereto ~~$25,000,~~which orare ~~approximately~~included ~~$0.02~~in ~~per share~~“Item 8. Consolidated OnFinancial ~~June~~Statements ~~27,~~and ~~2024,~~Supplementary ~~the~~Data” ~~Sponsor~~of ~~entered~~this ~~into~~Annual aReport ~~securities~~on ~~transfer~~Form 10-K. ~~agreement,~~Certain ~~pursuant~~information tocontained ~~which~~in the ~~Sponsor~~discussion ~~transferred~~and ~~10,000~~analysis ~~Founder~~set ~~Shares~~forth tobelow ~~each~~includes offorward-looking ~~our independent directors, Dr~~statements. M.Our ~~Anthony~~actual ~~Wong,~~results ~~Ms.~~may ~~Lauren Simmons and~~differ ~~Kevin~~materially ~~McKenzie,~~from atthose ~~the~~anticipated ~~original~~in ~~purchase~~these ~~price,~~forward-looking ~~immediately~~statements ~~prior~~as toa ~~the~~result ~~closing~~ of ~~the~~many ~~IPO.~~factors, ~~The~~including ~~issuance~~those ofset ~~such~~forth ~~Class B Ordinary Shares~~under to“Special ~~the~~Note Regarding ~~Sponsor~~Forward-Looking ~~was~~Statements,” ~~made~~“Item 1A. ~~pursuant~~Risk toFactors” ~~the~~and ~~exemption~~elsewhere ~~from~~in ~~registration~~this Annual ~~under~~Report ~~Section~~on ~~4(a)(2) of the Securities Act~~Form 10-K.

On July 3, 2024, we consummated the IPO of 5,000,000 Units, generating gross proceeds of $50,000,000. Maxim Group LLC acted as representative of the underwriters. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-277780). The registration statement became effective on July 1, 2024.Overview

OnWe are ~~July~~a 3,blank ~~2024,~~check ~~substantially~~company ~~concurrently~~formed ~~with~~under the ~~closing~~laws of ~~the IPO~~Cayman Island on June 13, we2023, ~~completed~~for the ~~Private~~purpose ~~Placement~~ of ~~216~~effecting a merger,~~750~~ ~~Initial~~share ~~Private~~exchange, asset ~~Units~~acquisition, toshare ~~the~~purchase, ~~Sponsor~~recapitalization, atreorganization aor ~~purchase~~other ~~price~~similar ofbusiness ~~$10.00~~combination ~~per~~with ~~Initial~~one ~~Private~~or more businesses ~~Unit,~~or ~~generating~~entities. ~~gross~~We ~~proceeds~~intend to useffectuate our business combination using cash derived from the proceeds of $2the IPO,~~167~~ our securities,~~500.~~ ~~The~~debt ~~issuance~~or a combination of ~~the~~cash, ~~Initial~~securities ~~Private~~and ~~Units~~debt, ~~was~~in ~~made~~effecting ~~pursuant~~a tobusiness ~~the~~combination. ~~exemption~~Our ~~from registration~~efforts ~~under~~to ~~Section~~identify 4(a~~)(2)~~ ofprospective ~~the~~target ~~Securities~~business will ~~Act.~~not Webe ~~also~~limited ~~issued~~ to ~~the~~a ~~Representative,~~particular ~~230,000~~industry ~~Class~~or Ageographic ~~Ordinary~~location ~~Shares~~but aswill ~~part of~~initially ~~the~~focus ~~underwriting~~on ~~compensation~~Asia. ~~(the~~We ~~“Representative~~have ~~Shares”)~~not onselected ~~the~~any ~~closing~~target business offor ~~the~~our ~~IPO~~initial business combination.

~~The~~We expect ~~proceeds~~to ofcontinue ~~$50,000,000 ($10.00~~to ~~per~~incur ~~Public~~significant ~~Unit)~~costs in the ~~aggregate~~pursuit ~~from~~of ~~the~~our ~~IPO~~acquisition ~~and~~plans. ~~the~~We ~~Private~~cannot ~~Placement,~~assure ~~were~~you ~~placed~~that inour ~~the~~plans ~~Trust~~to ~~Account~~raise capital or to complete our initial business combination will be successful.

~~On July 8, 2024, 750,000 Option Units were sold to the Representative~~Initial ~~upon~~Public ~~its~~Offering ~~exercise of the Over-Allotment Option, at an offering price of $10.00 per Option Unit, generating gross proceeds of $7,500,000. Simultaneously with the issuance~~ and ~~sale of the Option Units, the Company completed a private placement sale of an additional 11,250 Additional~~ Private Unit to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to the Representative.Placement

12On July 3, 2024, the Company consummated its IPO of 5,000,000 Units. Each Unit consists of one Class A Ordinary Shares and one Right to receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, the Representative notified the Company of its exercise of the Over-Allotment Option in full. As a result, on July 8, 2024, 750,000 Option Units were sold to the Representative, generating gross proceeds of $7,500,000.

~~The~~Simultaneously with ~~proceeds~~the consummation of ~~$57.5~~the ~~million ($10.00~~IPO ~~per~~and ~~Public~~the ~~Unit)~~sale inof the ~~aggregate~~Option ~~from~~Units, the ~~IPO~~Company ~~and~~consummated the Private Placement ~~were~~of ~~placed~~228,000 inPrivate Units to the ~~Trust~~Sponsor ~~Account~~at a price of $10.00 per Private Unit, generating total proceeds of $2,280,000, collectively.

~~Purchases~~The proceeds of ~~Equity~~$57,500,000 ($10.00 ~~Securities~~per byPublic Unit) in the ~~Issuer~~ aggregate from the IPO and ~~Affiliated~~the ~~Purchasers~~Private Placement and sale of the Option Units, were placed in the trust account (the “Trust Account) with Continental Stock Transfer & Trust Company acting as trustee.

~~None.~~10

~~Item~~Our management 6.has ~~Reserved~~broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

~~Item~~On 7March 20, 2025, our board of directors accepted the resignation of Dr. ~~Management’s~~M. ~~Discussion~~Anthony ~~and~~Wong, ~~Analysis~~the independent director, resigning from his position as a director of ~~Financial~~the ~~Condition~~Company. Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr. Cameron Richard Johnson as the independent director of the Company to fill the vacancy, effective immediately. Mr. Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and ~~Results~~a member of ~~Operations~~the Compensation Committee. We entered into an Indemnity Agreement with Mr. Johnson on March 20, 2025, accordingly.

~~References~~In toconnection with the “appointment of Mr. Johnson as the director of the Company,” the Sponsor issued a share purchase option dated March ~~“us~~20,” ~~“our,”~~2025 or(the “~~we”~~Share ~~refer~~Purchase Option”) to ~~Eureka~~Mr. ~~Acquisition~~Johnson, ~~Corp~~entitling Mr. ~~The~~Johnson ~~following~~to ~~discussion~~acquire ~~and~~10,000 ~~analysis~~ordinary shares of ~~our~~the Company ~~financial~~held ~~condition~~by ~~and~~the ~~results~~Sponsor (the “Founder Shares”) upon the exercise of ~~operations~~the ~~should~~Share bePurchase ~~read~~Option inonce ~~conjunction~~the ~~with~~existing ~~our~~lock-up ~~audited~~term ~~financial~~on such ~~statements~~Founder ~~and~~Shares ~~related~~expires ~~notes~~pursuant ~~herein~~to the terms and arrangements thereunder.

~~The following discussion~~Proposed ~~and~~Business ~~analysis~~Combination ~~of the Company’s financial condition and results of operations should be read in conjunction~~ with ~~our~~Marine audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.Thinking

~~Overview~~On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Marine Thinking Inc. (“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,” together with EURK and Marine Thinking, the “Parties, “and each, a “Party”). Marine Thinking is an autonomous ship and fleet solution providing company.

WeThe BCA ~~are~~contemplates athat ~~blank~~the ~~check~~business ~~company~~combination ~~formed~~among ~~under~~EURK, ~~the~~Marine ~~laws~~Thinking ofand ~~Cayman~~Amalgamation ~~Island~~Sub will be completed through the following onseries ~~June~~of 13transactions, ~~2023~~(i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), ~~for~~EURK shall complete the ~~purpose~~deregistration as a Cayman Islands exempted company in accordance with section 206 of ~~effecting~~the aCompanies Act ~~merger~~and, ~~share~~immediately ~~exchange,~~upon ~~asset~~such ~~acquisition~~deregistration, ~~share~~the ~~purchase,~~domestication ~~recapitalization,~~to ~~reorganization~~Canada under the CBCA (the “SPAC Continuance”). Upon orthe ~~other~~completion ~~similar~~of ~~business~~the ~~combination~~SPAC ~~with~~Continuance, ~~one~~the orname ~~more~~of ~~businesses~~EURK orshall ~~entities.~~be Wechanged ~~intend~~from “Eureka Acquisition Corp” to ~~effectuate~~“Marine Thinking ~~our~~Holdings ~~business~~Inc.” ~~combination~~or ~~using cash~~such ~~derived~~other ~~from~~name as the ~~proceeds~~Parties ofmay agree on; and (ii) following the ~~IPO~~SPAC Continuance, ~~our~~and ~~securities,~~in ~~debt~~accordance with orthe aapplicable ~~combination~~provisions of ~~cash,~~the ~~securities~~BCA and ~~debt~~in accordance with the CBCA, inat ~~effecting~~the aclosing ~~business~~of the transactions contemplated by the BCA ~~combination.~~(the ~~Our~~“Closing”), ~~efforts~~Marine toThinking ~~identify~~and athe ~~prospective~~Amalgamation ~~target~~Sub ~~business~~shall ~~will~~amalgamate ~~not~~and becontinue ~~limited~~as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to abe ~~particular~~signed ~~industry~~by orMarine ~~geographic~~Thinking ~~location~~and Amalgamation ~~but~~Sub ~~will~~and ~~initially~~in ~~focus~~accordance onwith ~~Asia~~section 181 of the CBCA (the “Amalgamation”). WeFollowing ~~have~~the ~~not~~Amalgamation ~~selected~~Effective ~~any~~Time, ~~target~~Amalco will ~~business~~become ~~for~~a ~~our~~direct ~~initial~~wholly ~~business~~owned ~~combination~~subsidiary of EURK.

WeThe ~~expect~~Continuance, tothe ~~continue~~Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to ~~incur~~ ~~significant~~as ~~costs~~the in“Business Combination” or the ~~pursuit~~“Transactions.” The closing of ~~our~~the ~~acquisition~~Business ~~plans.~~Combination Weshall ~~cannot~~take ~~assure~~place ~~you~~electronically ~~that~~by ~~our~~remote ~~plans~~exchange toof ~~raise~~the ~~capital~~closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) business day, following the satisfaction (or, to ~~complete~~the ~~our~~extent permitted ~~initial~~by ~~business~~applicable ~~combination~~law ~~will~~or bewaiver) ~~successful~~of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing.

~~Initial~~June 2025 ~~Public~~Shareholder ~~Offering and Private Placement~~Meeting

On June ~~July 3~~30, ~~2024~~2025, the Company ~~consummated~~held ~~its~~an ~~IPO~~extraordinary ofgeneral ~~5,000,000~~meeting ~~Units. Each~~in ~~Unit~~lieu ~~consists~~ of ~~one Class A Ordinary Shares and one Right to receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination. The Units were sold at~~ an ~~offering~~annual ~~price~~meeting of ~~$10.00~~shareholders ~~per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024,~~ (the ~~Representative notified the Company of its exercise of the Over-Allotment Option in full. As a result, on July 8,~~“Extraordinary ~~2024,~~General ~~750,000 Option Units were sold to the Representative, generating gross proceeds of $7,500,000~~Meeting”).

~~Simultaneously~~At the ~~with~~Extraordinary General Meeting, the ~~consummation~~ shareholders of the ~~IPO~~Company ~~and~~approved the ~~sale~~proposal of(the “Charter Amendment Proposal”) to amend the ~~Option~~Company’s ~~Units~~Second Amended and Restated Memorandum and Articles of Association, which provided that the Company ~~consummated~~has until ~~the~~July ~~Private~~3, ~~Placement~~2025 ofto ~~228~~complete a business combination,~~000~~ ~~Private~~and ~~Units~~may elect to extend the period to consummate a business combination up to ~~Sponsor~~two attimes, each by an additional three-month extension, for a ~~price~~total of ~~$10.00~~up ~~per~~to ~~Private~~six ~~Unit~~months to January 3, ~~generating~~2026, ~~total~~be ~~proceeds~~deleted in their entirety and the substitution in their place of $2the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3,~~280~~ 2025 to complete a business combination,~~000~~ and may elect to extend the period to consummate a business combination up to 12 times, ~~collectively~~each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.

~~The proceeds of $57,500,000~~In ~~($10.00~~connection ~~per~~with ~~Public~~the ~~Unit)~~Extraordinary inGeneral ~~the~~Meeting, ~~aggregate~~2,819,767 Class ~~from~~A ~~the~~Ordinary ~~IPO~~Shares ~~and~~were ~~the~~rendered ~~Private~~for ~~Placement~~redemption, and ~~sale~~approximately $29 ofmillion ~~the~~was ~~Option~~released ~~Units,~~from ~~were placed in~~ the Trust Account ~~with~~to ~~Continental~~pay ~~Stock~~such ~~Transfer~~redeeming ~~& Trust Company acting as trustee~~shareholders.

1311

~~Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the~~ Trust ~~Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.~~Amendment

~~Results~~In connection ofwith ~~Operations~~the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and ~~Known~~between ~~Trends~~the orCompany ~~Future~~and Continental Stock Transfer & Trust Company, a New York limited purpose ~~Events~~trust company, as trustee (the “Trustee”).

WeThe ~~have~~Trust ~~neither~~Amendment ~~engaged~~provides inthat, ~~any~~among ~~operations~~other ~~nor~~things, ~~generated~~for ~~any~~each ~~revenues~~Monthly toExtension, ~~date.~~the ~~Our~~amount ~~only~~of ~~activities~~$150,000 ~~since~~(the ~~inception~~“Monthly ~~have~~Extension ~~been~~Fee”) ~~organizational~~shall ~~activities~~be ~~and those~~deposited ~~necessary~~into tothe ~~prepare~~Trust ~~for~~Account, and, in the ~~IPO.~~event ~~Following~~that the ~~IPO,~~Monthly weExtension ~~have~~Fee is not ~~generated~~being ~~any~~deposited ~~operating~~into ~~revenues~~the ~~until~~trust ~~after~~account ~~completion~~by ofthe ~~our~~3rd ~~initial~~day ~~business~~of ~~combination.~~each Wemonth ~~will~~since ~~generate~~July ~~non-operating~~3, ~~income~~2025, in the ~~form~~Company ofhas ~~interest~~a ~~income~~period onof ~~cash~~thirty ~~and~~(30) ~~cash~~days ~~equivalents after~~ (the ~~IPO. There~~“Cure ~~has~~Period”) ~~been~~to nopay ~~significant~~any ~~change~~applicable inpast due ~~our~~payment ~~financial~~for orthe ~~trading~~Monthly ~~position~~Extension ~~and~~Fee. noIf ~~material~~the ~~adverse~~Company ~~change~~fails ~~has~~to ~~occurred~~make ~~since~~any ~~the~~applicable ~~date~~past ~~of our~~due ~~audited~~payment ~~financial~~during ~~statements. After~~ the ~~IPO~~Cure Period, wethen ~~incur~~the Company ~~increased~~shall ~~expenses~~immediately ascease aall ~~result~~operations, ofexcept ~~being~~for athe ~~public~~purpose ~~company~~of ~~(for~~winding ~~legal~~up, ~~financial reporting,~~and ~~accounting~~liquidate and ~~auditing~~dissolve ~~compliance),~~with asthe ~~well~~same effect as ~~for~~if ~~expenses~~the ~~associated~~Company ~~with~~failed ~~the~~to ~~search~~complete ~~for~~a ~~target~~business ~~opportunities~~combination within the prescribed timeline.

~~For the year ended September~~Extensions ~~30, 2024, we had a net income of $255,721, which consisted of interest income from the Trust Account of $609,787 offset by general~~ and ~~administrative~~ ~~expenses~~Extension of $354,066. Cash used in operating activities was $282,509. Net income was offset by interest earned on investment held in the Trust Account. Changes in operating assets and liabilities provided $33,078 of cash for operating activities.Notes

~~For~~Pursuant to the ~~period~~Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from ~~June~~its working capital and $600,000 was paid by the Sponsor. In connection 13with the Sponsor’s payment of the Monthly Extension Fee, ~~2023~~the Company issued five unsecured promissory notes in the aggregate principal amount of $750,000 (~~inception~~the “Extension Notes”) ~~through~~to ~~September~~the ~~30,~~Sponsor. ~~2023,~~The weExtension ~~had~~Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a ~~net~~business ~~loss~~combination or (ii) the date of $5expiry of the term of the Company. The Sponsor,~~325~~ has the right, ~~all~~but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of ~~which~~the ~~consisted~~Company, each consisting of ~~formation~~one Class A Ordinary Share and ~~operating~~one ~~costs.~~right to receive one-fifth (1/5) of one Class A Ordinary ~~Cash~~Share ~~used~~upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in ~~operating~~connection ~~activities~~with such ~~was~~conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $~~4,269~~10.00.

~~Liquidity and~~ Working Capital ~~Resources~~ Loans

AsOn August of25, ~~September~~2025, 30the Company issued an unsecured promissory note (the “Working Capital Note” and,~~2024,~~ together with the Extension weNotes, ~~had~~the “Notes”) in the principal amount of up to $~~670~~300,~~352~~000 ofto ~~cash~~the ~~held~~Sponsor. ~~outside~~The proceeds of the ~~Trust~~Working ~~Account~~Capital Note, ~~after~~which may ~~payment~~be ofdrawn ~~costs~~down ~~related~~from time to time until the ~~IPO~~Company consummates its initial business combination, ~~and~~will ~~available~~be ~~for~~used as general working capital purposes (the “Working Capital Loans”).

WeThe Working ~~intend~~Capital toNote ~~use~~bears ~~substantially all~~no ofinterest ~~the~~and ~~net~~is ~~proceeds~~payable ofin ~~the~~full ~~IPO,~~upon ~~including~~ the ~~funds~~Maturity ~~held~~Date. inThe ~~the Trust Account~~Sponsor, tohas ~~acquire~~the aright, ~~target~~but ~~business~~not orthe ~~businesses and~~ obligation, to ~~pay our~~convert ~~expenses relating thereto. To~~ the ~~extent~~Working ~~that~~Capital ~~our~~Note, ~~share capital is used~~ in whole or in part, ~~as consideration to effect our initial business combination~~respectively, ~~the~~into ~~remaining~~Conversion ~~proceeds~~Units ~~held~~upon in the ~~Trust~~consummation ~~Account~~of asa ~~well~~business combination, as ~~any~~described ~~other~~in ~~net proceeds not expended will be used as working capital to finance~~ the ~~operations~~prospectus of the ~~target~~Company ~~business.~~(File ~~Such~~No: ~~working~~333-277780), ~~capital~~by ~~funds~~providing ~~could~~the beCompany ~~used~~with inwritten anotice ~~variety~~ of ~~ways~~the ~~including~~intention to ~~continuing~~convert orat ~~expanding~~least ~~the~~two ~~target~~ business’ ~~operations,~~days ~~for~~prior ~~strategic~~to ~~acquisitions~~the ~~and~~closing ~~for marketing, research and development~~ of ~~existing~~the orbusiness ~~new products~~combination. ~~Such~~The ~~funds~~number ~~could~~of ~~also~~Conversion beUnits ~~used~~ to ~~repay~~be ~~any~~received ~~operating~~by the ~~expenses~~Sponsor orin ~~finders’~~connection ~~fees~~with ~~which~~such weconversion ~~had~~shall ~~incurred prior~~be toan ~~the~~amount ~~completion~~determined ofby ~~our~~dividing ~~initial~~(x) ~~business combination if~~ the ~~funds~~sum ~~available to us outside~~ of the ~~Trust~~outstanding ~~Account~~principal ~~were insufficient~~amount payable to ~~cover~~the ~~such~~Sponsor ~~expenses~~by (y) $10.00.

~~Over the next~~ 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

~~If our estimates of the~~Results ~~costs~~ of ~~undertaking~~Operations ~~in-depth due diligence~~ and ~~negotiating~~Known ~~our~~Trends ~~initial business combination is less than the actual amount necessary to do so,~~ or ~~the~~Future amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.Events

14We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO. Following the IPO, we have not generated any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. 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 financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

AsFor ofthe year ended September 30, ~~2024~~2025, we had ~~cash of $670,352 and~~ a ~~working~~net ~~capital~~income ~~deficiency~~ of $~~684~~1,474. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15370, ~~“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern~~753,” ~~management~~which ~~has~~consisted ~~determined~~of ~~that~~interest ~~these~~income ~~conditions~~from ~~raise substantial doubt about our ability to continue as a going concern. Our management’s plan in addressing this uncertainty is through~~ the ~~working~~Trust ~~capital loans~~Account ~~from~~of ~~our Sponsor or its affiliates. In addition~~$2, ~~if we are unable to complete a business combination within the Combination Period~~230,500 ~~our~~offset ~~board~~by ofgeneral ~~directors would proceed to commence a voluntary liquidation~~ and ~~thereby~~administrative aexpenses ~~formal dissolution~~ of us$859,747. ~~There~~Cash isused noin ~~assurance that~~operating ~~our~~activities ~~plans~~was ~~to consummate a business combination will be successful within the Combination Period~~$668,921. AsNet aincome ~~result,~~was ~~management~~offset ~~has~~by ~~determined~~interest ~~that~~earned ~~such~~on ~~additional~~investment ~~conditions~~held ~~also~~in ~~raise~~the ~~substantial~~Trust ~~doubt about our ability to continue as a going concern~~Account. ~~Our~~Changes ~~financial~~in ~~statement does~~operating ~~not~~assets ~~include~~and ~~any~~liabilities ~~adjustments~~provided ~~that~~$190,826 ~~might~~of ~~result~~cash ~~from~~for ~~the~~operating ~~outcome of this uncertainty~~activities.

~~Off-Balance Sheet~~For ~~Financing~~the ~~Arrangements~~year ended September 30, 2024, we had a net income of $255,721, which consisted of interest income from the Trust Account of $609,787 offset by general and administrative expenses of $354,066. Cash used in operating activities was $282,509. Net income was offset by interest earned on investment held in the Trust Account. Changes in operating assets and liabilities provided $33,078 of cash for operating activities.

WeLiquidity ~~have~~and noCapital ~~obligations, assets or liabilities that would be considered off-balance~~Resources sheet arrangements as of September 30, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual~~As ~~Obligations~~of September 30, 2025, we had $51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.

AsWe intend to use substantially all of ~~September~~the 30net proceeds of the IPO, ~~2024~~including the funds held in the Trust Account, weto doacquire ~~not~~a ~~have~~target ~~any~~business or ~~long-term debt~~businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital ~~lease~~to ~~obligations~~finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, ~~operating~~for ~~lease~~strategic ~~obligations~~acquisitions and for marketing, research and development of existing or ~~long-term liabilities~~new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

~~The~~If ~~Founder~~our ~~Shares,~~estimates of the ~~Class~~costs Aof ~~Ordinary~~undertaking ~~Shares~~in-depth ~~included~~due indiligence and negotiating our initial business combination is less than the ~~Private~~actual amount ~~Units~~necessary to do so, ~~and~~or ~~any~~the ~~Class~~amount Aof ~~Ordinary~~interest ~~Shares~~available ~~that~~to ~~may~~us befrom ~~issued~~the ~~upon~~Trust ~~conversion of~~Account ~~Working~~is ~~Capital~~less ~~Loans~~than ~~and~~we ~~Extension~~expect ~~Loans~~as ~~(and~~a ~~any~~result ~~underlying~~of ~~securities)~~the current ~~will~~interest berate ~~entitled~~environment, we may have insufficient funds available to ~~registration~~operate ~~rights~~our ~~pursuant~~business prior to aour ~~registration~~initial business combination. ~~and~~Moreover, ~~shareholder~~we ~~rights~~may ~~agreement~~need ~~entered~~to ~~into~~obtain inadditional ~~connection~~financing ~~with~~either ~~the~~to ~~IPO.~~consummate ~~The~~our ~~holders~~initial ofbusiness ~~these~~combination ~~securities~~or ~~are~~because ~~entitled~~we become obligated to ~~make~~redeem upa ~~to three~~significant ~~demands,~~number ~~excluding~~of ~~short~~our ~~form~~public ~~demands,~~shares ~~that~~upon weconsummation ~~register~~of ~~such~~our ~~securities.~~initial Inbusiness ~~addition~~combination, ~~the~~in ~~holders~~which ~~have~~case ~~certain~~we ~~“piggy-back”~~may issue ~~registration~~additional ~~rights~~securities or incur debt in connection with ~~respect~~such business combination. Subject to ~~registration~~compliance ~~statements~~with ~~filed~~applicable ~~subsequent~~securities tolaws, we ~~our~~would ~~completion~~only consummate such financing simultaneously with the consummation of our initial business combination. WeFollowing our initial ~~will~~business ~~bear~~combination, ~~the~~if ~~expenses~~cash ~~incurred~~on inhand ~~connection~~is ~~with~~insufficient, ~~the~~we ~~filing~~may ofneed ~~any~~to ~~such~~obtain ~~registration~~additional ~~statements~~financing in order to meet our obligations.

~~Critical Accounting Estimates~~13

InAs ~~preparing~~of ~~these~~September ~~financial~~30, ~~statements~~2025, inwe ~~conformity~~had ~~with~~cash USof ~~GAAP~~$51,431 ~~management~~and ~~makes~~a ~~estimates~~working capital deficiency of $625,273. We have incurred and ~~assumptions~~expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of its financing and acquisition plans. The Company currently has no commitments to receive such financing and there is no assurance that ~~affect~~the Company’s plans to raise capital will be successful. In addition, the ~~reported~~Company has until January 3, 2026 (or up to ~~amounts~~July 3, 2026 if fully extended) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of ~~assets~~the amended and ~~liabilities~~restated memorandum and ~~disclosure~~articles of ~~contingent~~association. ~~assets~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and ~~liabilities~~potential atsubsequent dissolution, along with the ~~date~~need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the ~~financial~~Business ~~statements~~Combination ~~and~~or the date the Company is required to liquidate. The audited consolidated financial ~~reported~~statements ~~expenses~~do ~~during~~not include any adjustments that might result from the ~~reporting~~Company’s ~~period~~inability to continue as a going concern.

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

15We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Recent~~Contractual ~~Accounting Pronouncements~~Obligations

InAs ~~August 2020,~~of ~~the~~September ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06~~30, ~~Debt — Debt with~~ ~~Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)~~2025, towe ~~simplify~~do ~~accounting~~not ~~for~~have ~~certain~~any ~~financial instruments. ASU 2020~~long-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASUterm ~~2020-06 amends the diluted earnings per share guidance~~debt, ~~including~~capital ~~the~~lease ~~requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1~~obligations, ~~2024~~operating ~~and~~lease ~~should~~obligations ~~be applied on a full~~ or ~~modified retrospective basis, with early adoption permitted beginning on January~~long-term ~~1, 2021~~liabilities. ~~The Company adopted ASU 2020-06 as of the inception of the Company. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.~~

InThe ~~November~~Founder ~~2023~~Shares, the ~~FASB~~Class ~~issued~~A ~~ASU~~Ordinary ~~No.~~Shares ~~2023-07~~included in the Private Units, ~~Segment~~and ~~Reporting~~any Class A Ordinary Shares that may be issued upon conversion of Working Capital Loans and Extension Loans (~~Topic~~and ~~280~~any underlying securities): ~~Improvements~~will be entitled to ~~Reportable~~registration ~~Segment~~rights ~~Disclosures,~~pursuant ~~which~~to a registration ~~requires~~and ~~the~~shareholder ~~disclosure~~rights ofagreement ~~additional~~entered ~~segment~~into ~~information.~~in ~~ASU~~connection Nowith the IPO. ~~2023-07~~The isholders ~~effective~~of ~~for~~these ~~fiscal~~securities ~~years~~are ~~beginning~~entitled ~~after~~to ~~December~~make ~~15,~~up to ~~2023~~three demands, ~~and~~excluding ~~interim~~short ~~periods~~form ~~within~~demands, ~~fiscal~~that ~~years~~we ~~beginning~~register ~~after~~such ~~December~~securities. 15In addition, ~~2024~~the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. ~~The~~We will ~~Company~~bear isthe ~~currently~~expenses ~~evaluating~~incurred in connection with the ~~impact~~filing of ~~adopting ASU~~any ~~2023-07~~such registration statements.

InCritical ~~December~~Accounting 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements.Estimates

~~Management~~In ~~does~~preparing ~~not~~these ~~believe~~audited ~~that~~consolidated ~~any~~financial ~~other~~statements ~~recently~~in ~~issued~~conformity with US GAAP, ~~but~~management ~~not~~makes ~~yet~~estimates ~~effective,~~and ~~accounting~~assumptions that ~~pronouncements,~~affect ifthe ~~currently~~reported ~~adopted,~~amounts ~~would~~of ~~have~~assets ~~a material~~and ~~effect~~liabilities onand ~~our~~disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported expenses during the reporting period.

~~Item~~Making 7Aestimates requires management to exercise significant judgment. ~~Quantitative~~It ~~and~~is ~~Qualitative~~at ~~Disclosures~~least ~~About~~reasonably ~~Market~~possible ~~Risk~~that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.

As of September 30, 2024, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to market or interest rate risk.14

16Recent Accounting Pronouncements

~~Item~~In 8November 2023, the FASB issued ASU No. ~~Financial~~2023-07, ~~Statements~~Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and ~~Supplementary~~interim ~~Data~~periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in in its annual audited consolidated financial statements for the year ended September 30, 2025.

~~This~~Management ~~information~~does ~~appears~~not ~~following~~believe ~~Item~~that 15any ofother ~~this~~recently ~~Form~~issued, ~~10-K~~but ~~and~~not isyet ~~incorporated~~effective, ~~herein~~accounting bypronouncements, ~~reference~~if currently adopted, would have a material effect on our financial statements.

Item 97A. ~~Changes~~Quantitative in and ~~Disagreements~~Qualitative ~~With~~Disclosures ~~Accountants~~About onMarket ~~Accounting and Financial Disclosure~~Risk.

~~None~~As of September 30, 2025, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to market or interest rate risk.

Item 9A8. ~~Controls~~Audited Consolidated Financial Statements and ~~Procedures~~Supplementary Data.

~~Disclosure~~This ~~controls and procedures are controls and other procedures that are designed to ensure that~~ information ~~required~~appears tofollowing beItem ~~disclosed~~15 inof ~~our reports~~this ~~filed~~Form or10-K ~~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~~incorporated ~~and~~herein ~~communicated to~~by ~~our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure~~reference.

~~Evaluation~~Item of9. ~~Disclosure~~Changes ~~Controls~~in and ~~Procedures~~ Disagreements With Accountants on Accounting and Financial Disclosure.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureNone. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2024, our disclosure controls and procedures were effective.

WeItem ~~do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud~~9A. ~~Disclosure~~Controls ~~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~~Procedures. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Management~~Disclosure controls and procedures are controls and other procedures that are 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 ~~Annual~~ensure ~~Report~~that oninformation ~~Internal~~required ~~Control~~to ~~over~~be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial ~~Reporting~~Officer, to allow timely decisions regarding required disclosure.

17Evaluation of Disclosure Controls and Procedures

AsDisclosure controls and procedures are designed to ensure that information required to be disclosed by ~~SEC~~us ~~rules~~in our Exchange Act reports is recorded, processed, summarized, and ~~regulations~~reported ~~implementing~~within ~~Section 404~~the oftime periods specified in the ~~Sarbanes-Oxley~~SEC’s ~~Act~~rules and forms, and that such information is accumulated and communicated to our management, isincluding ~~responsible~~our ~~for~~principal ~~establishing~~ executive officer and ~~maintaining~~principal ~~adequate~~financial ~~internal~~officer ~~control~~or ~~over~~persons performing ~~financial~~similar ~~reporting~~functions, as appropriate to allow timely decisions regarding required disclosure. ~~Our~~Disclosure ~~internal~~controls ~~control~~are ~~over~~also ~~financial~~designed with ~~reporting~~the objective of ensuring that such information is ~~designed~~accumulated and communicated to ~~provide reasonable~~our ~~assurance~~management, ~~regarding~~including the ~~reliability~~chief ofexecutive officer and chief financial ~~reporting~~officer, ~~and~~as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the ~~preparation~~participation of our current chief executive officer and chief financial ~~statements~~officer ~~for~~(our ~~external~~“Certifying ~~reporting~~Officers”), the ~~purposes~~effectiveness inof ~~accordance~~our ~~with~~disclosure ~~GAAP~~controls and procedures as of September 30, 2025, pursuant to Rule 15d-15(e) under the Exchange Act. Based ~~Our~~upon ~~internal~~that ~~control~~evaluation, ~~over~~our ~~financial~~Certifying ~~reporting~~Officers ~~includes~~concluded ~~those~~that, ~~policies~~as of September 30, 2025, our disclosure controls and procedures were ~~that:~~effective.

~~(1)~~We do ~~pertain~~not toexpect ~~the~~that ~~maintenance~~our disclosure controls and procedures will prevent all errors and all instances of ~~records~~fraud. ~~that~~Disclosure controls and procedures, inno matter how well conceived and operated, can provide only reasonable, ~~detail~~not absolute, ~~accurately~~assurance that the objectives of the disclosure controls and ~~fairly~~procedures are met. Further, the design of disclosure controls and procedures must reflect the ~~transactions~~fact that there are resource constraints, and ~~dispositions~~the benefits must be considered relative to their costs. Because of the ~~assets~~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 ~~company~~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.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and15

~~(3)~~Management’s Annual ~~provide~~Report ~~reasonable~~on ~~assurance~~Internal ~~regarding~~Control ~~prevention~~over orFinancial ~~timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~Reporting

~~Because~~As ofrequired ~~its~~by ~~inherent~~SEC ~~limitations,~~rules ~~internal~~and ~~control~~regulations ~~over~~implementing ~~financial~~Section 404 ~~reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections~~ of ~~any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~Sarbanes-Oxley ~~that controls may become inadequate because of changes in conditions~~Act, orour ~~that~~management ~~the~~is ~~degree~~responsible orfor establishing ~~compliance~~and ~~with~~maintaining ~~the~~adequate ~~policies~~internal orcontrol ~~procedures~~over ~~may~~financial ~~deteriorate~~reporting. ~~Management~~Our ~~assessed the effectiveness of our~~ internal control over financial reporting atis designed ~~September~~to ~~30,~~provide ~~2024.~~reasonable Inassurance ~~making~~regarding ~~these assessments, management used~~ the ~~criteria~~reliability ~~set forth by the Committee~~ of ~~Sponsoring~~financial ~~Organizations~~reporting ofand the ~~Treadway~~preparation ~~Commission~~of ~~(COSO)~~our ~~in Internal Control — Integrated~~audited ~~Framework~~consolidated ~~(2013).~~financial ~~Based~~statements onfor ~~our~~external ~~assessments~~reporting ~~and~~purposes ~~those~~in ~~criteria,~~accordance ~~management~~with ~~determined~~GAAP. ~~that~~Our ~~we maintained effective~~ internal control over ~~financial~~ financial reporting asincludes ofthose ~~September~~policies ~~30,~~and ~~2024.~~procedures that:

~~This Annual~~(1) ~~Report~~pertain onto ~~Form~~the ~~10-K~~maintenance ~~does not include an attestation report~~ of ~~internal~~records ~~controls~~that, ~~from~~in ~~our~~reasonable ~~independent~~detail, ~~registered~~accurately ~~public~~and ~~accounting firm~~fairly ~~due~~reflect tothe ~~our~~transactions ~~status~~and asdispositions anof ~~emerging~~the ~~growth~~assets ~~company~~of ~~under~~our ~~the JOBS Act.~~company,

~~Changes~~ (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of audited consolidated financial statements in ~~Internal~~accordance ~~Control~~with ~~Over~~GAAP, ~~Financial~~and ~~Reporting~~that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~Other than as described herein, there were no changes in our internal control over financial reporting~~ (as3) ~~such~~provide ~~term~~reasonable isassurance ~~defined~~regarding inprevention ~~Rules~~or ~~13a-15(f) and~~timely ~~15d-15(f)~~detection of ~~the~~unauthorized ~~Exchange~~acquisition, ~~Act)~~use ~~during~~or ~~the~~disposition ~~most~~of ~~recent~~our ~~fiscal~~assets ~~quarter~~ that could have ~~materially~~a ~~affected,~~material oreffect ~~are~~on ~~reasonably~~the ~~likely to materially affect, our internal control over~~ financial ~~reporting~~statements.

~~Item~~Because 9Bof its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. ~~Other~~Also, ~~Information~~projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at September 30, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of September 30, 2025.

~~None~~This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~Item~~Changes ~~9C.~~in ~~Disclosure~~Internal ~~Regarding~~Control ~~Foreign~~Over ~~Jurisdictions~~Financial ~~that Prevent Inspections.~~Reporting

~~None~~Other than as described herein, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

18Item 9B. Other Information.

~~PART III~~None.

Item 109C. ~~Directors,~~Disclosure ~~Executive~~Regarding ~~Officers~~Foreign ~~and~~Jurisdictions ~~Corporate~~that ~~Governance~~Prevent Inspections.

~~Officers, Directors and Director Nominees~~None.

~~Our officers and directors are as follows:~~16

Name	Age		Title
Fen Zhang		59	Chief Executive Officer and Chairman of the Board of Directors
Zhechen Wang		31	Chief Financial Officer
M. Anthony Wong		70	Independent Director
Lauren Simmons		29	Independent Director
Kevin McKenzie		51	Independent Director

PART III

~~Dr.~~Item ~~Fen~~10. ~~Zhang~~Directors, ~~has served as our Chief~~ Executive ~~Office~~Officers and ~~Chairman~~Corporate of our Board of Directors since June 2023. He has over a decade of experiences in investment banking and fund management industries involved in initial public offering and other capital markets transactions in the U.S., Canada, mainland China and Hong Kong, with over 20 years accomplished industrial experiences and connections with the world’s leading financial institutions, investment banks, funds and accredited investors. Governance

~~Since January 2024~~Officers, ~~Dr Zhang has served as the Chief Executive Officer and directors of Columbus Acquisition Corp, a special purposes acquisition~~ ~~company,~~Directors currently applying for listing on Nasdaq. Dr. Zhang has been working at Hercules Capital Group as a founding partner since August 2021, being in charge of the large scale alternative financing solutions for major commercial endeavors. From March 2022 to February 2023, Dr. Zhang served as the Chief Executive Officer of Oak Woods Acquisition Corporation, a special purpose acquisition corporation listing on Nasdaq (Nasdaq: OAKU). He served at UBS from July 2019 to August 2021 as the managing director at UBS AG Hong Kong and ~~then~~Director transferred to UBS Securities Shanghai office to lead the IBD business. He was in charge of the Semiconductor Manufacturing International Corporation, or SMIC (0981.HK)’s US$230,000,000 convertible bonds project and US$500,000,000 investment grade debt issuance project, and has won mandates from Tuhu-a global car aftermarket leader backed by Tencent, Dragonfly FM-the top 2 audio app in China, and Keming Noodle (002661.SZ)-one of the largest noodle brands in China, etc. He has served as the executive director of Shanghai Lianjie Enterprise Management Consulting Co., Ltd. since September 2018. From March 2018 to March 2019, Dr. Zhang was the managing director at the investment banking department of China Merchants Bank International, or CMBI, and, from July 2017 to January 2018, the general manager at SinoPharm-CICC Fund, where he successfully closed the fund project with a size of RMB500 million for China Reform Holdings Corporation Ltd, or the CRHC, one of the largest FOF in China, and a RMB10 billion sized joint fund project between CMBI and Shenzhen municipal government. Under his management, the bank achieved three (3) times ROI on the investment of RMB900 million into Yunda Express (002120.SZ), one of the top express parcel delivers in China. From July 2015 to May 2017, Dr. Zhang served at Oriental Fortune Capital, or OFC, as a partner and vice general manager, where he established OFC’s first US$50,000,000 fund and a joint fund between OFC and Chang Hong Group (600839.SS), a top leading manufacturer of television and other household electronics in China. From March 2012 to July 2015, Dr. Zhang served as a global partner at Capital International Private Equity Fund of the Capital Group, or CIPEF, one of the top long term investors in the world and the largest investor in emerging markets in Hong Kong office. During his work at CIPEF, he achieved a high hit rate on deal closings and initialed and carried out various domestic and cross-border large-sized projects. From July 2010 to March 2012, he served at Credit Suisse as a managing director in IBD China team, where as a sector leader, he led the team on several elephant deals such as China Minmetals Resources (1208.HK), China Railway Logistics, Shandong Iron and Steel Group (600022.SS), XGMG, PICC Property and Casualty Company (2328.HK), etc., as well as other projects in large-to-mid-cap IPOs and structured lending and bond issuances. From July 2007 to July 2008, Dr. Zhang served at China International Capital Corporation, or CICC as an executive director, and then at UBS from July 2008 to July 2010 as an executive director in its IBD business sector, where he was responsible for several U.S. and Hong Kong IPO and bond issuance projects as well as reorganization and listing projects. His IPO clients included China Industries Securities (601377.SS), China Spring Airline (601021.SS), Shaangu Power (601369.SS), etc. He also established and developed UBS Shanghai from scratch into a rep office and then evolved into a China CSRC-certified branch. From July 2005 to July 2007, Dr. Zhang served at Deloitte Consulting as an equity partner. He established and managed the Deloitte S&O (strategy and operations consulting) business sector and developed the Deloitte China S&O sector into the first joint venture between Deloitte US and Deloitte China. From May 1995 to July 2005, he served at Bank of Montreal in Toronto of Canada as an analyst, as well as at China eLabs as a consultant and BearingPoint Management Consulting as a senior manager.Nominees

19Our officers and directors are as follows:

Dr. Zhang holds an MBA in finance and a Ph.D. degree in materials and metallurgic engineering from Queen’s University in Canada, and a B.S. in mechanical engineering from Tsinghua University in China.

Name	Age		Title
Fen Zhang		60	Chief Executive Officer and Chairman of the Board of Directors
Zhechen Wang		32	Chief Financial Officer
Johnson Richard		46	Independent Director
Lauren Simmons		31	Independent Director
Kevin McKenzie		52	Independent Director

MrDr. ~~Zhechen~~Fen ~~Wang~~Zhang, has ~~serves~~served as our Chief ~~Financial~~Executive ~~Officer~~Office ~~since June 2024. Since August 2021, Mr. Wang has served as the Finance Manager~~ and ~~then~~Chairman ~~Vice President~~ of ~~Finance~~our Board of ~~Hercules~~Directors ~~Capital~~since ~~Group,~~June ~~where~~2023. ~~he,~~He ~~among~~has ~~the~~over ~~others,~~a ~~administers financial operations and~~decade ~~manages~~of ~~financial~~experiences ~~process~~in ~~oversight~~investment banking and ~~risk~~fund ~~control.~~management ~~From~~industries ~~October~~involved ~~2016 to August 2021, Mr. Wang worked as a senior associate at PwC, where he conducted auditing~~ in initial public ~~offerings,~~offering ~~public company reporting~~ and ~~statutory~~other ~~auditing~~capital ~~for~~markets ~~companies listing on different~~transactions ~~exchanges,~~in ~~including~~the ~~Nasdaq~~U.S., ~~NYSE~~Canada, ~~Shanghai~~mainland ~~Stock~~China ~~Exchange~~ and ~~the~~Hong Kong, ~~Stock~~with ~~Exchange~~over of20 years ~~Hong~~accomplished ~~Kong.~~industrial ~~Mr.~~experiences ~~Wang~~and ~~holds~~connections awith the ~~Bachelor~~world’s ~~Degree~~leading offinancial ~~Commerce —~~institutions, ~~Professional~~investment ~~Accounting~~banks, ~~from~~funds ~~Macquarie~~and ~~University~~accredited ~~in Australia~~investors.

~~Mr.~~Since ~~Anthony~~January ~~Wong~~2024, Dr Zhang has served as ~~our~~the ~~independent~~Chief ~~director~~Executive ~~since~~Officer ~~July~~and ~~2024~~directors of Columbus Acquisition Corp, a special purposes acquisition company, currently applying for listing on Nasdaq. Dr. ~~Wong~~Zhang ishas ~~head~~been working at Hercules Capital Group as a founding partner since August 2021, being in charge of ~~international~~the ~~equities~~large ~~division~~scale alternative financing solutions for major commercial endeavors. From March 2022 atto ~~Red~~February ~~Solar~~2023, ~~Capital~~Dr. ~~Ltd~~Zhang served as the Chief Executive Officer of Oak Woods Acquisition Corporation, a special purpose acquisition corporation listing on Nasdaq (Nasdaq: OAKU). He ~~started~~served ~~his~~at ~~career~~UBS from July 2019 to August 2021 as athe ~~faculty~~managing ~~member~~director ofat UBS AG Hong Kong and then transferred to UBS Securities Shanghai office to lead the ~~MIT~~IBD ~~Sloan~~business. ~~School~~He was in charge of ~~Management~~the Semiconductor Manufacturing International Corporation, or SMIC (0981.HK)’s US$230,000,000 convertible bonds project and ~~was~~US$500,000,000 investment grade debt issuance project, and has won mandates from Tuhu-a ~~founding~~global ~~member~~car aftermarket leader backed by Tencent, Dragonfly FM-the top 2 audio app in China, and Keming Noodle (002661.SZ)-one of the ~~MIT~~largest ~~Media~~noodle ~~Lab~~brands ~~and~~in ~~MIT~~China, ~~Statistics~~etc. ~~Center~~He has served as the executive director of Shanghai Lianjie Enterprise Management Consulting Co., DrLtd. ~~Wong~~since September 2018. From March 2018 to March 2019, Dr. Zhang was the managing director at the investment banking department of China Merchants Bank International, or CMBI, and, from July 2017 to January 2018, the general manager at SinoPharm-CICC Fund, where he successfully closed the fund project with a size of RMB500 million for China Reform Holdings Corporation Ltd, or the CRHC, one of the ~~earliest~~largest ~~quantitative~~FOF ~~analysts~~in China, and a RMB10 billion sized joint fund project between CMBI and Shenzhen municipal government. Under his management, the bank achieved three (3) times ROI on the ~~Wall~~investment ~~Street~~of RMB900 million into Yunda Express (002120.SZ), Heone ~~was~~of the top express parcel delivers in China. From July 2015 to May 2017, ~~author~~Dr. Zhang ofserved ~~two~~at ~~financial~~Oriental ~~texts~~Fortune Capital, ~~Fixed~~or ~~Income~~OFC, ~~Arbitrage~~as a partner and ~~Trading~~vice general manager, where he established OFC’s first US$50,000,000 fund and ~~Investing~~a injoint ~~Bond~~fund ~~Options~~between OFC and Chang Hong Group (600839.SS), a top leading manufacturer of television and other household electronics in China. From March 2012 to July 2015, Dr. Zhang ~~Wong~~served ~~was~~as ~~also~~a global partner at Capital International Private Equity Fund of the Capital Group, or CIPEF, one of the ~~executives~~ ~~who~~top ~~participated~~long term investors in the ~~establishment~~world ofand the ~~Morningside~~largest ~~Group~~investor in ~~Hong~~emerging markets in Hong Kong inoffice. ~~1993~~During his work at CIPEF, he achieved a high hit rate on deal closings and ~~has~~initialed ~~been~~and ~~active~~carried out various domestic and cross-border large-sized projects. From July 2010 to March 2012, he served at Credit Suisse as a managing director in IBD China team, where as a sector leader, he led the ~~capital~~team ~~markets~~on several elephant deals such as China Minmetals Resources (1208.HK), China ~~since~~Railway ~~then~~Logistics, Shandong Iron and Steel Group (600022.SS), InXGMG, ~~recent~~PICC ~~years~~Property and Casualty Company (2328.HK), etc., as well as other projects in large-to-mid-cap IPOs and structured lending and bond issuances. From July 2007 to July 2008, Dr. Zhang served ~~Wong~~at ~~has~~China ~~focused~~International ~~his~~Capital ~~professional~~Corporation, ~~efforts~~or onCICC ~~assisting~~as ~~international~~an ~~high-tech~~executive ~~commercial~~director, ~~projects~~and inthen at UBS from July 2008 to July 2010 as an ~~their~~executive ~~alignment~~director ~~with~~in ~~the~~its ~~capital~~IBD ~~markets~~business ofsector, ~~Hong~~where he was responsible for several U.S. and Hong Kong IPO and ~~the~~bond ~~United~~issuance projects ~~States~~as well as reorganization and listing projects. DrHis IPO clients included China Industries Securities (601377.SS), ~~Wong~~China ~~holds~~Spring Airline (601021.SS), Shaangu Power (601369.SS), etc. He also established and developed UBS Shanghai from scratch into a Phrep office and then evolved into a China CSRC-certified branch.D From July 2005 to July 2007, Dr. Zhang ~~degree~~served inat ~~statistics~~Deloitte Consulting as an equity partner. He established and managed the Deloitte S&O ~~data~~(strategy ~~science~~and operations consulting) business sector and developed ~~from~~the ~~Yale~~Deloitte ~~University~~China S&O sector into the first joint venture between Deloitte US and Deloitte China. From May 1995 to July 2005, he served at Bank of Montreal in Toronto of Canada as an analyst, as well as at China eLabs as a consultant and BearingPoint Management Consulting as a senior manager.

Ms. Lauren Simmons has served as our independent director since July 2024. Ms. Simmons is an equity trader who started her career in finance in May of 2017 with Rosenblatt Securities on the floor of the New York Stock Exchange. Ms. Simmons was recognized by Ebony’s Power 100 list in 2018, as well as by Politico which awarded her as among its Women of Impact in 2018. Since achieving notoriety in 2018, Ms. Simmons has been featured in various media outlets including Forbes, Politico, CNBC, Bloomberg and The Cut. Stemming from her financial knowledge and ability to quickly build relationships in financial markets, Ms. Simmons has built a broad network in private and public financial and consumer markets. Specifically, Ms. Simmons’ commentary, experience as an equities trader, combined with her market and experiential insights has led to her success as a brand leader for women in finance. In particular, Ms. Simmons has built partnerships with Ford, LinkedIn, Express, Champs, Isagenix and Pure Leaf. Ms. Simmons is also a financial contributor to Bloomberg, CNBC, Yahoo Finance and other financial media outlets. She is the author of Make Money Move addressing professional development and finance which is published by HarperCollins. Ms. Simmons has also headlined major events such as Aspen Ideas Festival, Sina Finance in China, Disney’s Dreamers Academy, and keynote at Harvard. Currently, Ms. Simmons is the host of “In her Bag” produced by Springhill productions Lebron James’ company. Ms. Simmons has also launched the podcast Money Moves with Lauren Simmons, a top ranked Spotify Original Podcast. Ms. Simmons currently serves as a director at Oak Woods Acquisition Corporation (Nasdaq: OAKU). Ms. Simmons was previously a member of the advisory board at Robinhood Markets, Inc. (Nasdaq: HOOD) and a former board member at Consciously Unbiased. Ms. Simmons holds a B.S. in Psychology from Kennesaw State University and concentrated her undergraduate studies in genetics and statistics. 17

MrDr. Zhang ~~Kevin~~holds ~~McKenzie~~an ~~has~~MBA ~~served as our independent director since July 2024. Mr. McKenzie has over 20 years of global private equity experience~~ in ~~leading~~finance ~~firms in the market. Mr. McKenzie has served as Chairman~~ and President at Alpex Pharma since 2018, where he oversees the overall operations of the consolidated company and leads its efforts in developing and implementing strategic plans. Mr. McKenzie has also been a ~~senior partner at Riverwest Capital, a private investment firm, since 2011, where he is responsible for the overall management~~Ph. ~~From 2006 to 2011, Mr~~D. ~~McKenzie~~degree ~~was~~in amaterials ~~senior partner at MKW Capital. From 2003 to 2006, Mr. McKenzie served as the vice president of Cerberus Capital Management~~ and ~~was~~metallurgic ~~responsible~~engineering ~~for~~from ~~various~~Queen’s ~~aspects~~University ~~of the investment process. From 2001 to 2003, he worked at Morgan Stanley Real Estate Fund (MSREF) and participated~~ in ~~a groundbreaking series of distressed debt portfolios sold in China by state-owned banks. From 1998 to 2001~~Canada, ~~Mr. McKenzie worked at the Bank of China~~ and ~~executed~~ a ~~number of syndicated acquisition bridge and term loan financings~~B. ~~Prior to that, Mr~~S. ~~McKenzie worked at the China office of the Royal Bank of Canada from 1997 to 1998. Mr. McKenzie holds~~ ~~an MBA~~ in ~~finance~~mechanical ~~from~~engineering ~~Wharton Business School and an M.A. degree in Management & International Studies~~ from ~~the~~Tsinghua University ofin ~~Pennsylvania~~China.

20Mr. Zhechen Wang has serves as our Chief Financial Officer since June 2024. Since August 2021, Mr. Wang has served as the Finance Manager and then Vice President of Finance of Hercules Capital Group, where he, among other things, administers financial operations and manages financial process oversight and risk control. From October 2016 to August 2021, Mr. Wang worked as a senior associate at PwC, where he conducted auditing in initial public offerings, public company reporting and statutory auditing for companies listing on different exchanges, including Nasdaq, NYSE, Shanghai Stock Exchange and the Stock Exchange of Hong Kong. Mr. Wang holds a Bachelor Degree of Commerce — Professional Accounting from Macquarie University in Australia.

~~Number~~Mr. Cameron Johnson serves as the independent director of the Company. Since 2019, he has worked as the senior partner at Tidalwave Solutions, providing consulting services. Since 2014, Mr. Johnson has been a member of the American Chamber of Commerce in Shanghai, or AmCham Shanghai, in Shanghai, during which he served on the board of governors from 2022 to 2024 and ~~Terms~~as the vice chair in 2024. From 2020 to 2024, Mr. Johnson worked as an adjunct instructor at New York University in Shanghai. Mr. Johnson has been an active commentator on US-China relations, supply chain, international trade, tariff, technology and other topics, including but not limited to, as a returning guest at Bloomberg: The China Show¸ discussing topics including but not limited to, US-China relations, automotive and customer sectors, technology and trade, and appearing in the documentary of America’s ~~Office~~Medical Supply Crisis by Frontline. Mr. Johnson is the author of Impacts ~~Officers~~of Digitalization on Traceability chapter of the book Digital Transformation of Logistics (Wiley, 2021). Mr. Johnson obtained his graduate certification in business from the University of Wales, and ~~Directors~~bachelor’s degrees in communication and comparative religion both from the University of Washington.

~~Our~~Ms. ~~board~~Lauren Simmons has served as our independent director since July 2024. Ms. Simmons is an equity trader who started her career in finance in May of ~~directors~~2017 ~~consists~~with Rosenblatt Securities on the floor of ~~four~~the ~~members~~New York Stock Exchange. Ms. Simmons was recognized by Ebony’s Power 100 list in 2018, as well as by Politico which awarded her as among its Women of Impact in 2018. Since achieving notoriety in 2018, Ms. Simmons has been featured in various media outlets including Forbes, Politico, CNBC, Bloomberg and The ~~term~~Cut. Stemming from her financial knowledge and ability to quickly build relationships in financial markets, Ms. Simmons has built a broad network in private and public financial and consumer markets. Specifically, Ms. Simmons’ commentary, experience as an equities trader, combined with her market and experiential insights has led to her success as a brand leader for women in finance. In particular, Ms. Simmons has built partnerships with Ford, LinkedIn, Express, Champs, Isagenix and Pure Leaf. Ms. Simmons is also a financial contributor to Bloomberg, CNBC, Yahoo Finance and other financial media outlets. She is the author of ~~office~~Make ~~will~~Money ~~expire~~Move addressing professional development and finance which is published by HarperCollins. Ms. Simmons has also headlined major events such as Aspen Ideas Festival, Sina Finance in China, Disney’s Dreamers Academy, and keynote at ~~our~~Harvard. ~~first~~Currently, ~~annual~~Ms. ~~general~~Simmons ~~meeting~~is the host of “In her Bag” produced by Springhill productions Lebron James’ company. WeMs. ~~may~~Simmons ~~not~~has ~~hold~~also anlaunched ~~annual~~the podcast Money Moves with Lauren Simmons, a top ranked Spotify Original Podcast. ~~meeting~~Ms. Simmons currently serves as a director at Oak Woods Acquisition Corporation (Nasdaq: OAKU). Ms. Simmons was previously a member of the ~~shareholders~~advisory ~~until~~board ~~after~~at weRobinhood ~~consummate~~Markets, ~~our~~Inc. ~~initial~~(Nasdaq: ~~business~~HOOD) ~~combination~~and a former board member at Consciously Unbiased. Ms. Simmons holds a B.S. in Psychology from Kennesaw State University and concentrated her undergraduate studies in genetics and statistics.

~~Our~~Mr. ~~officers~~Kevin ~~are~~McKenzie ~~elected~~has byserved ~~the~~as ~~Board~~our independent director since July 2024. Mr. McKenzie has over 20 years of ~~Directors~~global private equity experience in leading firms in the market. Mr. McKenzie has served as Chairman and ~~serve~~President at Alpex Pharma since 2018, where he oversees the ~~discretion~~overall operations of the ~~Board~~consolidated ofcompany ~~Directors~~and leads its efforts in developing and implementing strategic plans. Mr. McKenzie has also been a senior partner at Riverwest Capital, ~~rather~~a ~~than~~private investment firm, since 2011, where he is responsible for ~~specific~~the ~~terms~~overall management. ofFrom ~~office~~2006 to 2011, Mr. ~~Our~~McKenzie ~~Board~~was ofa ~~Directors~~senior ispartner ~~authorized~~at toMKW ~~appoint~~Capital. ~~persons~~From 2003 to ~~the~~2006, ~~offices~~Mr. ~~set~~McKenzie ~~forth~~served inas ~~our~~the ~~amended~~vice ~~and~~president ~~restated~~of Cerberus ~~memorandum~~Capital Management and ~~articles~~ ofwas ~~association~~responsible asfor itvarious ~~deems~~aspects ~~appropriate~~of the investment process. ~~Our~~From ~~amended~~2001 ~~and~~to ~~restated~~2003, ~~memorandum~~he worked at Morgan Stanley Real Estate Fund (MSREF) and ~~articles~~participated in a groundbreaking series of ~~association~~distressed ~~will~~debt ~~provide~~portfolios ~~that~~sold ~~our~~in China by state-owned ~~officers~~banks. ~~may~~From ~~consist~~1998 to 2001, Mr. McKenzie worked at the Bank of China and executed a ~~Chairman,~~number ~~Chief~~of ~~Executive~~syndicated ~~Officer,~~acquisition ~~President,~~bridge ~~Chief~~and ~~Financial~~term ~~Officer,~~loan financings. ~~Vice~~Prior ~~Presidents,~~to ~~Secretary~~that, ~~Assistant~~Mr. McKenzie worked at the China office of the Royal Bank of Canada from 1997 to 1998. Mr. McKenzie holds ~~Secretaries,~~an ~~Treasurer~~MBA in finance from Wharton Business School and ~~such~~an ~~other~~M.A. ~~offices~~degree asin ~~may~~Management be& ~~determined~~International byStudies from the ~~Board~~University of ~~Directors~~Pennsylvania.

Holders of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a two thirds of our ordinary shares who are eligible to vote and attend and vote in a general meeting our shareholders.18

~~Committees~~Number ofand ~~the~~Terms ~~Board~~of Office of Officers and Directors

Our board of directors ~~currently~~consists ~~has~~of ~~three~~four ~~standing committees: an audit committee, a compensation committee and a nominating committee~~members. ~~Subject~~ toThe ~~phase-in~~term ~~rules and a limited exception, the rules~~ of ~~NASDAQ~~office ~~and~~will ~~Rule 10A-3~~expire ofat ~~the~~our ~~Exchange~~first ~~Act~~annual ~~require~~general ~~that the~~meeting. ~~audit~~We ~~committee~~may ofnot ahold ~~listed~~an ~~company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation~~annual ~~committee~~meeting of ashareholders ~~listed~~until ~~company~~after bewe ~~comprised~~consummate ~~solely~~our ofinitial ~~independent~~business ~~directors~~combination.

~~Audit~~Our ~~Committee~~officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors.

M.Holders ~~Anthony~~of ~~Wong,~~our ~~Lauren~~Founder ~~Simmons~~Shares ~~and~~will ~~Kevin~~have ~~McKenzie~~the ~~currently~~right ~~serve~~to aselect ~~members~~all of our ~~audit~~directors ~~committee.~~prior ~~Under~~to ~~Nasdaq~~consummation ~~listing~~of ~~standards~~our initial business combination and ~~applicable~~holders ~~SEC~~of ~~rules,~~our wepublic ~~are~~shares ~~required~~will tonot have ~~three~~the ~~members~~right ofto ~~the~~vote ~~audit~~on ~~committee,~~the ~~all~~election of ~~whom~~directors ~~must~~during besuch ~~independent,~~time. ~~subject~~These toprovisions ~~the~~of ~~certain~~our amended ~~phase-in~~and ~~provisions.~~restated ~~Our~~memorandum ~~board~~and articles of ~~directors~~association ~~has~~may ~~determined~~only ~~that~~be ~~each~~amended ofby ~~Mr.~~a ~~Anthony~~resolution ~~Wong,~~passed ~~Lauren~~by ~~Simmons~~holders ~~and~~of ~~Kevin~~at ~~McKenzie~~least ~~meet~~a ~~the~~two thirds of ~~independent~~our ~~director~~ordinary ~~standard~~shares ~~under~~who ~~Nasdaq~~are ~~listing~~eligible ~~standards~~to vote and ~~under~~attend ~~Rule 10A-3(b)(1) of~~and ~~the~~vote ~~Exchange~~in ~~Act~~a general meeting our shareholders.

M.Committees ~~Anthony Wong serves as the Chairman~~ of the ~~audit~~Board ~~committee. Each member~~ of the audit committee meets the financial literacy requirements of Nasdaq, and our board of directors has determined that Mr. Colon qualifies as an “audit committee financial expert” as defined in applicable SEC rules.Directors

WeOur ~~have~~board ~~adopted~~of directors currently has three standing committees: an audit committee ~~charter~~, ~~which~~a ~~details~~compensation committee and a nominating committee. Subject to phase-in rules and a limited exception, the ~~principal~~rules of ~~functions~~NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, ~~including:~~and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.

~~● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;~~Audit Committee

●Cameron Johnson, ~~pre-approving~~Lauren ~~all~~Simmons and Kevin McKenzie currently serve as members of our audit committee. Under Nasdaq listing standards and ~~non-audit~~applicable SEC ~~services~~rules, we are required to behave ~~provided~~three bymembers of the audit committee, all of whom must be independent, ~~auditors~~subject orto ~~any~~the ~~other~~certain ~~registered~~phase-in provisions. ~~public~~Our ~~accounting~~board ~~firm~~of ~~engaged~~directors byhas usdetermined that each of Cameron Johnson, Lauren Simmons and ~~establishing~~Kevin ~~pre-approval~~McKenzie ~~policies~~meet the independent director standard under Nasdaq listing standards and ~~procedures;~~under Rule 10A-3(b)(1) of the Exchange Act.

●Cameron Johnson ~~reviewing~~serves ~~and~~as ~~discussing~~the ~~with~~Chairman of the ~~independent~~audit ~~auditors~~committee. ~~all~~Each ~~relationships~~member of the ~~auditors~~audit ~~have~~committee ~~with~~meets usthe infinancial ~~order~~literacy torequirements ~~evaluate~~of Nasdaq, ~~their~~and ~~continued~~our ~~independence;~~board of directors has determined that Mr. Cameron Johnson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

●We have ~~setting~~adopted ~~clear~~an ~~hiring~~audit ~~policies~~committee ~~for~~charter, ~~employees~~which ordetails ~~former~~the ~~employees~~principal functions of the ~~independent~~audit ~~auditors;~~committee, including:

● ~~setting~~the ~~clear~~appointment, ~~policies~~compensation, ~~for~~retention, ~~audit~~replacement, ~~partner~~and ~~rotation~~oversight inof ~~compliance~~the ~~with~~work ~~applicable~~of ~~laws~~the independent auditors and ~~regulations~~any other independent registered public accounting firm engaged by us;

● ~~obtaining~~pre-approving ~~and~~all ~~reviewing~~audit aand ~~report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality~~non-~~control~~audit ~~procedures~~services ~~and~~to ~~(ii)~~be ~~any~~provided ~~material issues raised~~ by the ~~most~~independent ~~recent~~auditors ~~internal quality-control review,~~ or ~~peer~~any ~~review,~~other ofregistered ~~the~~public ~~audit~~accounting firm, orengaged by ~~any inquiry or investigation by governmental or professional authorities~~us, ~~within,~~and ~~the~~establishing ~~preceding~~pre-approval ~~five~~policies ~~years respecting one or more independent audits carried out by the firm~~ and ~~any steps taken to deal with such issues~~procedures;

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

● ~~reviewing~~setting ~~and~~clear ~~approving~~hiring ~~any~~policies ~~related~~for ~~party~~employees ~~transaction~~or ~~required~~former toemployees ~~be disclosed pursuant to Item 404~~ of ~~Regulation S-K promulgated by~~ the ~~SEC~~independent ~~prior to us entering into such transaction~~auditors; ~~and~~

● ~~reviewing~~setting ~~with~~clear ~~management,~~policies ~~the~~for ~~independent~~audit ~~auditors,~~partner ~~and~~rotation ~~our~~in ~~legal advisors, as appropriate, any legal, regulatory or~~ compliance ~~matters, including any correspondence~~ with ~~regulators~~applicable orlaws ~~government agencies~~ and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authoritiesregulations;

~~Compensation Committee~~● obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

We have established a compensation committee of the board of directors, which consists of M. Anthony Wong, Lauren Simmons and Kevin McKenzie , each of whom is an independent director under Nasdaq’s listing standards. Mr. Kevin McKenzie is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:19

● reviewing and approving onany anrelated ~~annual~~party ~~basis~~transaction ~~the~~required ~~corporate~~to ~~goals~~be ~~and~~disclosed ~~objectives~~pursuant ~~relevant~~ to ~~our~~Item ~~Chief~~404 ~~Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light~~ of ~~such~~Regulation ~~goals~~S-K ~~and~~promulgated ~~objectives~~by ~~and determining and approving~~ the ~~remuneration~~SEC ~~(if~~prior ~~any)~~to ofus ~~our~~entering ~~Chief~~into ~~Executive Officer’s based on~~ such ~~evaluation~~transaction; and

● reviewing ~~and~~with ~~approving~~management, the ~~compensation~~independent ofauditors, ~~all~~and ofour legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our audited consolidated financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other ~~officers;~~regulatory authorities

~~● reviewing our executive compensation policies and plans;~~Compensation Committee

●We have ~~implementing~~established a compensation committee of the board of directors, which consists of Cameron Johnson, Lauren Simmons and ~~administering~~Kevin ~~our~~McKenzie , ~~incentive~~each of whom is an independent director under Nasdaq’s listing standards. Mr. Kevin McKenzie is the Chairperson of the compensation committee. ~~equity-based~~The ~~remuneration~~compensation ~~plans;~~committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

● ~~assisting~~reviewing ~~management~~and inapproving ~~complying~~on ~~with~~an annual basis the corporate goals and objectives relevant to our ~~proxy~~Chief ~~statement~~Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and ~~annual~~objectives ~~report~~and ~~disclosure~~determining ~~requirements~~and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

● ~~approving~~reviewing ~~all special perquisites, special cash payments~~ and ~~other~~approving ~~special~~the compensation ~~and~~of ~~benefit~~all ~~arrangements~~of ~~for~~ our ~~officers~~other ~~and employees~~officers;

● ~~producing~~reviewing aour ~~report on~~ executive compensation topolicies beand ~~included in our annual proxy statement~~plans; ~~and~~

● ~~reviewing,~~implementing ~~evaluating~~ and ~~recommending~~administering ~~changes,~~our ifincentive ~~appropriate,~~compensation toequity-based ~~the~~ remuneration ~~for directors.~~plans;

~~The charter~~● ~~provides~~assisting ~~that~~management ~~the compensation committee may,~~ in ~~its~~complying ~~sole~~with ~~discretion,~~our ~~retain~~proxy orstatement ~~obtain the advice of a compensation consultant, legal counsel or other adviser~~ and ~~will~~annual bereport ~~directly~~disclosure responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.requirements;

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

~~Director Nominations~~● producing a report on executive compensation to be included in our annual proxy statement; and

~~Our nominating~~● ~~committee consists of M. Anthony Wong~~reviewing, ~~Lauren~~evaluating ~~Simmons~~ and ~~Kevin~~recommending ~~McKenzie.~~changes, ~~Lauren~~if ~~Simmons serves as chair of the nominating committee. We have adopted a nominating committee charter~~appropriate, ~~which~~to ~~details~~ the ~~principal~~remuneration ~~functions~~for ~~of the nominating committee, including:~~directors.

●The charter ~~developing~~provides that the ~~criteria~~compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and ~~qualifications~~will be directly responsible for ~~membership~~the onappointment, compensation and oversight of the ~~Board~~work of ~~Directors;~~any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

~~● recruiting, reviewing and nominating candidates for election to the Board of Directors or to fill vacancies on the Board of Directors;~~20

~~● reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates;~~Director Nominations

●Our nominating ~~monitoring~~committee consists of Cameron Johnson, Lauren Simmons and ~~making~~Kevin ~~recommendations~~McKenzie. ~~regarding~~Lauren Simmons serves as chair of the nominating committee. ~~functions,~~We ~~contributions~~have adopted a nominating committee charter, ~~and~~which ~~composition;~~details ~~and~~the principal functions of the nominating committee, including:

● ~~evaluating,~~developing onthe ancriteria ~~annual~~and ~~basis,~~qualifications for membership on the ~~nominating~~Board ~~committee’s~~of ~~performance.~~Directors;

~~The nominating~~● ~~committee will consider a number of qualifications relating to management and leadership experience~~recruiting, ~~background~~reviewing and ~~integrity and~~nominating ~~professionalism~~candidates ~~in evaluating a person’s candidacy~~ for ~~membership~~election onto the Board of Directors. ~~The nominating committee may require certain skills~~ or ~~attributes, such as financial or accounting experience,~~ to ~~meet~~fill ~~specific~~vacancies ~~board~~on ~~needs that arise from time to time and will also consider~~ the ~~overall~~Board ~~experience and makeup~~ of ~~its members to obtain a broad and diverse mix of board members.~~Directors;

~~Code~~ ● reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of ~~Ethics~~any such candidates;

~~We have~~● ~~adopted~~monitoring ~~a code of ethics~~ and ~~business~~making ~~conduct~~recommendations ~~(the~~regarding ~~“Code~~committee offunctions, ~~Ethics”) applicable to our directors~~contributions, ~~officers~~ and ~~employees. You~~composition; are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.and

~~Clawback Policy~~● evaluating, on an annual basis, the nominating committee’s performance.

~~Our~~The ~~clawback~~nominating ~~policy~~committee ~~became~~will ~~effective~~consider ona ~~July~~number 1,of ~~2024~~qualifications ~~that~~relating ~~applies~~ to ~~our~~management ~~executive~~and ~~officers~~leadership ~~(the~~experience, ~~“Policy”)~~background and integrity and professionalism in ~~order~~evaluating toa ~~comply with~~person’s ~~Nasdaq~~candidacy ~~rules~~for membership on the Board of Directors. The ~~Policy~~nominating ~~gives~~committee ~~the~~may ~~Compensation~~require certain ~~Committee~~skills ~~the~~or ~~discretion~~attributes, tosuch ~~require~~as ~~executive~~financial ~~officers~~or accounting experience, to ~~reimburse~~meet usspecific ~~for~~board ~~any~~needs ~~Erroneously Awarded~~that ~~Compensation~~arise ~~(as~~from ~~defined~~time into ~~the~~time ~~Policy)~~and will ~~that~~also ~~was~~consider ~~based~~the onoverall ~~financial~~experience ~~results~~and ~~that~~makeup ~~were~~of ~~subsequently~~its ~~restated~~members asto obtain a ~~result~~broad and diverse mix of ~~that person’s~~board ~~misconduct~~members.

~~Conflicts~~Code of ~~Interest~~Ethics

~~Potential~~We ~~investors~~have ~~should~~adopted bea ~~aware~~code of ethics and business conduct (the ~~following~~“Code ~~potential~~of ~~conflicts~~Ethics”) applicable to our directors, officers and employees. You are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of ~~interest:~~the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.Clawback Policy

●Our clawback Inpolicy ~~the~~became ~~course~~effective ofon ~~their~~July ~~other business activities~~1, ~~our~~2024 ~~officers~~that ~~and~~applies ~~directors may become aware of investment and business opportunities which may be appropriate for presentation~~ to our ~~company~~executive asofficers ~~well~~(the as“Policy”) ~~the~~in ~~other~~order ~~entities~~to comply with ~~which~~Nasdaq ~~they are affiliated~~rules. ~~Our~~The ~~management~~Policy ~~has~~gives ~~pre-existing~~the ~~fiduciary~~Compensation ~~duties~~Committee ~~and~~the ~~contractual~~discretion ~~obligations~~to ~~and~~require ~~may~~executive ~~have~~officers ~~conflicts of interest in determining~~ to ~~which~~reimburse ~~entity~~us afor ~~particular~~any ~~business~~Erroneously Awarded ~~opportunity~~Compensation ~~should~~(as bedefined ~~presented.~~in Asthe aPolicy) ~~result,~~that ~~our~~was ~~officers~~based oron ~~directors~~financial ~~may~~results ~~present a potential target to our competitor~~ that ~~would~~were ~~had~~subsequently ~~been~~restated ~~presented~~as ~~to us or devote time to our affairs which may have~~ a ~~negative~~result ~~impact~~of onthat person’s ~~our ability to complete our initial business combination~~misconduct.

●Conflicts of Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.Interest

23Potential investors should be aware of the following potential conflicts of interest:

● ~~The~~None ~~Founder~~of ~~Shares owned by~~ our officers and directors ~~are~~is ~~subject~~required to ~~lock-up~~commit ~~restrictions~~their ~~until~~full ~~the~~time earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after our ~~initial~~affairs ~~business combination, 50% of the Founder Shares will be released from the lock-up. Additionally, our officers~~ and ~~directors will not receive distributions from the Trust Account with respect to any of their Founder Shares and private shares if we do not complete a business combination. Furthermore~~, ~~the Sponsor has agreed that the Private Units will not be sold or transferred until after we have completed our initial business combination. In addition~~accordingly, ~~our~~they ~~officers and directors~~ may ~~loan~~have ~~funds~~conflicts toof usinterest ~~and may be owed reimbursement for expenses incurred~~ in ~~connection~~allocating with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their ~~motivation~~time inamong ~~identifying~~various ~~and selecting a target~~ business, ~~completing a business combination in a timely manner and securing the release of their shares~~activities.

● In ~~addition~~ to the ~~above~~course of their other business activities, ~~directors~~our ~~also~~officers ~~owe~~and adirectors ~~duty~~may become aware of ~~care~~investment and business opportunities which ismay ~~not~~be ~~fiduciary~~appropriate infor ~~nature.~~presentation ~~This~~to ~~duty~~our ~~has~~company ~~been~~as ~~defined~~well as athe ~~requirement to~~other ~~act~~entities aswith awhich ~~reasonably~~they ~~diligent~~are ~~person~~affiliated. ~~having~~Our ~~both~~management ~~the~~has ~~general~~pre-existing ~~knowledge,~~fiduciary ~~skill~~duties and ~~experience~~contractual ~~that~~obligations and may ~~reasonably~~have conflicts of interest in determining to which entity a particular business opportunity should be ~~expected~~presented. ofAs a ~~person carrying~~result, ~~out~~our ~~the~~officers ~~same~~or ~~functions~~directors asmay ~~are~~present ~~carried~~a ~~out~~potential bytarget to our competitor that ~~director~~would inhad ~~relation~~been presented to ~~the~~us ~~company~~or ~~and~~devote ~~the~~time ~~general~~to ~~knowledge~~our ~~skill~~affairs ~~and experience~~ which ~~that~~may ~~director~~have ~~has~~a negative impact on our ability to complete our initial business combination.

~~As set~~● ~~out~~Our ~~above,~~officers and directors ~~have~~may ~~a duty not to put themselves~~ in athe ~~position~~future ofbecome ~~conflict~~affiliated ~~and~~with ~~this includes a duty not to engage in self-dealing~~entities, or toincluding ~~otherwise~~other ~~benefit~~blank ascheck ~~a result of their position. However~~companies, inengaged ~~some instances what would otherwise be a breach of this duty can be forgiven and/or authorized~~ in ~~advance~~business byactivities ~~the~~similar ~~shareholders~~to ~~provided~~those ~~that~~intended ~~there~~to ~~is full disclosure by the directors. This can~~ be ~~done~~conducted by ~~way~~ ofour ~~permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings~~company.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities.21

~~In order~~● The Founder Shares owned by our officers and directors are subject to ~~minimize~~lock-up ~~potential~~restrictions ~~conflicts~~until the earlier of ~~interest~~(1) six months after the completion of our initial business combination and (2) the date on which ~~may~~we ~~arise~~consummate ~~from~~a ~~multiple~~liquidation, ~~corporate~~merger, ~~affiliations~~share exchange, ~~each~~reorganization, or other similar transaction after our initial business combination that results in all of our ~~officers~~shareholders ~~and~~having ~~directors has~~the ~~contractually~~right ~~agreed~~to exchange their ordinary shares for cash, ~~pursuant~~securities toor aother ~~written~~property. ~~agreement~~Notwithstanding ~~with~~the usforegoing, ~~until~~if the ~~earliest~~last sale price of athe ~~business~~Class ~~combination,~~A ~~our~~Ordinary ~~liquidation~~Share equals or ~~such time~~exceeds as$12.00 ~~she~~per orshare he(as ~~ceases~~adjusted tofor beshare ansplits, ~~officer~~share orcapitalizations, ~~director~~rights issuances, tosubdivisions, ~~present~~reorganizations, torecapitalizations ~~our~~and ~~company~~the like) for any 20 trading days within any 30-trading day period after our ~~consideration~~initial business combination, ~~prior~~50% toof ~~presentation~~the Founder Shares will be released from the lock-up. Additionally, our officers and directors will not receive distributions from the Trust Account with respect to any ~~other~~ ~~entity~~of their Founder Shares and private shares if we do not complete a business combination. Furthermore, ~~any~~the ~~suitable~~Sponsor has agreed that the Private Units will not be sold or transferred until after we have completed our initial business ~~opportunity~~combination. ~~which~~In addition, our officers and directors may ~~reasonably~~loan funds to us and may be ~~required~~owed toreimbursement for expenses incurred in connection with certain activities on our behalf which would only be ~~presented~~repaid toif uswe complete an initial business combination. For the foregoing reasons, ~~subject~~the topersonal ~~any~~and ~~pre-existing~~financial ~~fiduciary or~~interests ~~contractual~~of ~~obligations~~our hedirectors ~~might~~and ~~have~~executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

In ~~connection~~addition ~~with~~to the ~~vote required for any business combination~~above, ~~the~~directors ~~Sponsor~~also ~~and~~owe ~~all~~a duty of ~~our~~care ~~officers~~which ~~and~~is ~~directors,~~not ~~have~~fiduciary ~~agreed to vote their respective Ordinary Shares~~ in ~~favor of any proposed business combination~~nature. InThis ~~addition,~~duty ~~they~~has ~~have~~been ~~agreed~~defined toas ~~waive~~a ~~their respective~~requirement ~~rights~~ to ~~participate~~act inas ~~any~~a ~~liquidation~~reasonably ~~distribution~~diligent ~~with~~person ~~respect~~having toboth the ~~Founder~~general ~~Shares~~knowledge, skill and ~~private~~experience ~~shares.~~that Ifmay ~~they~~reasonably ~~purchase Class A Ordinary Shares in the open market, however, they would~~ be ~~entitled~~expected ~~to participate in any liquidation distribution in respect~~ of ~~such~~a person ~~shares~~carrying ~~but~~out ~~have~~the ~~agreed~~same ~~not~~functions toas ~~convert~~are ~~such~~carried ~~shares~~out ~~(or~~by ~~sell~~that ~~their~~director ~~shares~~ in ~~any~~relation ~~tender~~to ~~offer)~~the incompany ~~connection~~and ~~with~~ the ~~consummation~~general ofknowledge ~~our initial~~skill ~~business combination or an amendment to our Amended~~ and ~~Restated~~experience which ~~Memorandum~~that ~~and~~director ~~Articles of Association relating to pre-business combination activity~~has.

~~All~~As ~~ongoing~~set ~~and~~out ~~future~~above, ~~transactions~~directors ~~between~~have usa ~~and~~duty ~~any~~not ofto ~~our~~put ~~officers~~themselves ~~and~~in ~~directors~~a orposition ~~their~~of ~~respective~~conflict ~~affiliates~~and ~~will~~this beincludes ona ~~terms~~duty ~~believed by~~not us to beengage noin ~~less~~self-dealing, or ~~favorable~~ to usotherwise ~~than~~benefit ~~are~~as ~~available~~a ~~from~~result ~~unaffiliated~~of ~~third~~their ~~parties~~position. ~~Such~~However, ~~transactions~~in ~~will~~some ~~require~~instances ~~prior~~what ~~approval by~~would ~~our~~otherwise ~~audit~~be ~~committee and~~ a ~~majority~~breach of ~~our~~this ~~uninterested~~duty ~~“independent”~~can ~~directors,~~be forgiven and/or ~~the~~authorized ~~members~~in ofadvance ~~our~~by ~~board who do not have an interest in~~ the ~~transaction,~~shareholders inprovided ~~either~~that ~~case~~there ~~who~~is ~~had~~full ~~access,~~disclosure atby ~~our~~the ~~expense,~~directors. toThis ~~our~~can ~~attorneys~~be ordone ~~independent legal counsel. We~~by ~~will~~way ~~not~~of ~~enter~~permission ~~into~~granted ~~any~~in ~~such~~the ~~transaction~~amended ~~unless~~and ~~our~~restated ~~audit~~memorandum ~~committee~~ and aarticles ~~majority~~ of ~~our~~association ~~disinterested~~or ~~“independent”~~alternatively ~~directors determine~~by ~~that~~shareholder ~~the terms of such transaction are no less favorable to us than those that would be available to us with respect to such~~approval aat ~~transaction~~general ~~from unaffiliated third parties~~meetings.

24Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities.

ToIn ~~further~~order to minimize potential conflicts of interest, wewhich ~~have~~may ~~agreed~~arise ~~not~~from tomultiple ~~consummate~~corporate ~~our~~affiliations, ~~initial~~each ~~business combination with an entity that is affiliated with any~~ of our officers, and directors has orcontractually ~~insiders~~agreed, ~~unless~~pursuant weto ~~have~~a ~~obtained~~written ~~(i)~~agreement anwith ~~opinion~~us, ~~from~~until anthe ~~independent~~earliest ~~investment~~of ~~banking~~a ~~firm that the~~ business combination, ~~is fair to~~ our ~~unaffiliated~~liquidation ~~shareholders~~or ~~from a financial point of view and (ii) the approval of a majority~~such oftime ~~our~~as ~~disinterested~~she ~~and~~or ~~Independent~~he ~~Directors~~ceases ~~(if~~to webe ~~have~~an ~~any~~officer ator ~~that time). Furthermore~~director, into nopresent ~~event~~to ~~will~~our ~~any~~company offor our ~~insiders~~consideration, ~~officers, directors,~~prior ~~special~~to ~~advisors~~presentation orto ~~their~~any other ~~respective~~entity, ~~affiliates be paid~~ any ~~finder’s~~suitable ~~fee,~~business ~~consulting~~opportunity ~~fee~~which ormay ~~other~~reasonably ~~similar~~be ~~compensation prior~~required to, orbe ~~for~~presented ~~any~~to ~~services~~us, ~~they~~subject ~~render in order~~ to ~~effectuate,~~any ~~the~~pre-existing ~~consummation~~fiduciary or ofcontractual ~~our~~obligations ~~initial~~he ~~business~~might ~~combination~~have.

~~Section~~In 16connection with the vote required for any business combination, the Sponsor and all of our officers and directors, have agreed to vote their respective Ordinary Shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to the Founder Shares and private shares. If they purchase Class A Ordinary Shares in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (aor sell their shares in any tender offer) ~~Beneficial~~in ~~Ownership~~connection ~~Reporting~~with ~~Compliance~~the consummation of our initial business combination or an amendment to our Amended and Restated Memorandum and Articles of Association relating to pre-business combination activity.

~~Section~~All ~~16(a)~~ongoing ofand ~~the~~future ~~Securities~~transactions ~~Exchange~~between ~~Act~~us ofand ~~1934,~~any asof ~~amended,~~our orofficers ~~the~~and ~~Exchange~~directors ~~Act,~~or ~~requires~~their ~~our~~respective ~~executive~~affiliates ~~officers,~~will ~~directors~~be ~~and~~on ~~persons~~terms believed ~~who~~by ~~beneficially~~us ~~own~~to ~~more~~be ~~than~~no ~~10%~~less offavorable ato ~~registered~~us ~~class~~than ofare ~~our~~available ~~equity~~from ~~securities~~unaffiliated tothird ~~file~~parties. ~~with~~Such ~~the~~transactions ~~Securities~~will ~~and~~require ~~Exchange~~prior ~~Commission~~approval ~~initial~~by ~~reports~~our ofaudit ~~ownership~~committee and ~~reports~~a majority of ~~changes~~our inuninterested ~~ownership~~“independent” directors, or the members of our ~~shares~~board ofwho ~~Common~~do ~~Stock~~not have ~~and~~an ~~other~~interest ~~equity~~in ~~securities.~~the ~~These~~transaction, ~~executive officers~~in either case who had access, ~~directors~~at our expense, ~~and~~to ~~greater~~our ~~than~~attorneys ~~10%~~or ~~beneficial~~independent ~~owners~~legal ~~are~~counsel. ~~required~~We will bynot ~~SEC~~enter ~~regulation~~into toany ~~furnish~~such ustransaction ~~with~~unless ~~copies~~our ofaudit ~~all~~committee ~~Section~~and ~~16(~~a) majority of our disinterested “independent” directors ~~forms~~determine ~~filed~~that bythe terms of such ~~reporting~~transaction ~~persons~~are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Based solely upon a review of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe that that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended September 30, 2024.22

~~Item~~To 11further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and Independent Directors (if we have any at that time). ~~Executive~~Furthermore, ~~Compensation~~in no event will any of our insiders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.

~~None~~Section of our officers or directors has received any cash compensation for services rendered to us, except that transferred to our independent directors, Messrs. Anthony Wong, Kevin McKenzie , and Lauren Simmons, 10,000 Founder Shares each, respectively, immediately prior to the closing of the IPO. Other than as set forth elsewhere, no compensation of any kind, including finder’s and consulting fees, will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors and advisors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on 16(a) ~~quarterly~~Beneficial ~~basis~~Ownership ~~all~~Reporting ~~payments that were made to our founders, officers, directors or advisors, or our or their affiliates, including the extension loan and extension convertible notes.~~Compliance

~~After~~Section ~~the~~16(a) ~~completion~~ of ~~our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from~~ the ~~combined~~Securities ~~company.~~Exchange ~~All~~Act of ~~these~~1934, ~~fees~~as ~~will be fully disclosed to shareholders~~amended, toor the ~~extent~~Exchange ~~then known~~Act, ~~in the~~requires ~~tender offer materials or proxy solicitation materials furnished to~~ our ~~shareholders~~executive inofficers, ~~connection~~directors ~~with~~and ~~a proposed business combination.~~persons Wewho ~~have~~beneficially ~~not~~own ~~established~~more ~~any~~than ~~limit~~10% onof ~~the~~a ~~amount~~registered class of ~~such~~our ~~fees~~equity ~~that~~securities ~~may~~to befile ~~paid~~with by the ~~combined~~Securities ~~company~~and toExchange ~~our~~Commission initial ~~directors~~reports ~~or members~~ of ~~management.~~ Itownership isand ~~unlikely~~reports ~~the amount~~ of ~~such~~changes ~~compensation~~in ~~will~~ownership ~~be known at the time~~ of ~~the~~our ~~proposed~~shares ~~business combination, because the directors~~ of ~~the~~Common ~~post-combination~~Stock ~~business will be responsible for determining officer~~ and ~~director~~other ~~compensation~~equity securities. ~~Any~~These ~~compensation to~~executive ~~be paid to our~~ officers ~~will be determined~~, ~~or recommended to the board of~~ directors, ~~for~~and ~~determination,~~greater ~~either~~than by10% abeneficial ~~compensation~~owners ~~committee constituted~~are ~~solely~~required by ~~independent~~SEC ~~directors~~regulation orto byfurnish aus ~~majority~~with copies of ~~the~~all ~~independent~~Section ~~directors~~16(a) forms onfiled ~~our~~by ~~board~~such ofreporting ~~directors~~persons.

~~Following~~Based solely upon a ~~business~~review ~~combination,~~of tosuch ~~the~~forms ~~extent~~furnished weto ~~deem~~us itduring ~~necessary,~~the wemost ~~may~~recent ~~seek~~fiscal toyear, ~~recruit~~or ~~additional~~written ~~managers~~representations tothat ~~supplement~~no ~~the~~Forms ~~incumbent~~5 ~~management~~were ~~team~~required, ofwe ~~the~~believe ~~target~~that ~~business.~~that Weall ~~cannot~~such ~~assure~~forms ~~you~~required ~~that~~to webe ~~will~~filed ~~have~~pursuant ~~the ability~~ to ~~recruit~~Section 16(a) ~~additional~~of ~~managers,~~the orExchange ~~that~~Act ~~additional~~were ~~managers~~timely filed ~~will~~by ~~have~~ the ~~requisite~~officers, ~~skills~~directors, ~~knowledge~~and orsecurity ~~experience~~holders ~~necessary~~required to ~~enhance~~file the ~~incumbent~~same ~~management~~during the fiscal year ended September 30, 2025.

25Item 11. Executive Compensation.

~~Item~~None of our officers or 12directors has received any cash compensation for services rendered to us, except that the Sponsor transferred to our independent directors, Messrs. ~~Security~~Anthony ~~Ownership~~Wong (former director), Kevin McKenzie , and Lauren Simmons, 10,000 Founder Shares each, respectively, immediately prior to the closing of ~~Certain~~the ~~Beneficial~~IPO. ~~Owners~~In connection with the appointment of Mr. Johnson as a director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase Option”) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 Founder Shares held by the Sponsor upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and ~~Management~~arrangements thereunder. Other than as set forth elsewhere, no compensation of any kind, including finder’s and ~~Related~~consulting ~~Shareholder~~fees, ~~Matters~~will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors and advisors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders, officers, directors or advisors, or our or their affiliates, including the extension loan and extension convertible notes.

~~The~~After ~~following~~the ~~table~~completion ~~sets~~of ~~forth~~our ~~information~~initial ~~regarding~~business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the ~~beneficial~~combined ~~ownership~~company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our ~~ordinary~~shareholders asin connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the ~~date~~combined ~~hereof~~company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by: a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

●Following a ~~each~~business ~~person~~combination, ~~known~~to bythe usextent we deem it necessary, we may seek to berecruit additional managers to supplement the ~~beneficial~~incumbent ~~owner~~management team of ~~more~~the ~~than~~target 5%business. ofWe ~~our~~cannot ~~outstanding~~assure ~~Ordinary~~you ~~Shares;~~that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~● each of our officers and directors; and~~23

●Item 12. ~~all~~Security Ownership of ~~our~~Certain ~~officers~~Beneficial Owners and ~~directors~~Management asand aRelated ~~group~~Shareholder Matters.

~~Unless~~The ~~otherwise~~following ~~indicated,~~table wesets ~~believe~~forth ~~that~~information ~~all~~regarding ~~persons named in~~ the ~~table~~beneficial ~~have~~ownership ~~sole~~of ~~voting~~our ~~and~~ordinary ~~investment~~as ~~power~~of ~~with~~the ~~respect~~date tohereof ~~all Ordinary Shares beneficially owned~~ by ~~them.~~:

~~The beneficial~~● ~~ownership~~each ofperson ~~our~~known ~~Ordinary~~by ~~Shares~~us isto ~~based~~be onthe anbeneficial ~~aggregate~~owner of ~~6,436,000~~more ~~Ordinary~~than ~~Shares~~5% ~~issued~~of ~~and~~our outstanding asOrdinary ~~of the date hereof and the record of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof.~~Shares;

Name and Address of Beneficial Owner(1)	Number of Ordinary Shares Beneficially Owned(2)		Approximate Percentage of Outstanding Ordinary Shares
Fen Zhang(2)		1,635,500		21.4	%
Zhechen Wang		—		—
M. Anthony Wong		10,000		*
Lauren Simmons		10,000		*
Kevin McKenzie		10,000		*
All executive officers and directors as a group (5 individuals)		1,665,500		21.8	%
5% Holders
Hercules Capital Management Corp(2)		1,635,500		21.4	%
First Trust Capital Management L.P.(3)		473,405		6.2	%
First Trust Merger Arbitrage Fund(3)		415,646		5.4	%
AQR Capital Management, LLC(4)		436,998		5.7	%
Cowen and Company, LLC(5)		415,600		5.4	%
Kerry Propper(6)		484,994		6.3	%
Karpus Management, Inc.(7)		745,250		9.6	%

●

each of our officers and directors; and

*● ~~Less~~all ~~than~~of ~~one~~our ~~percent~~officers and directors as a group.

~~(1)~~ Unless otherwise ~~noted~~indicated, ~~the~~we ~~business~~believe ~~address~~that ofall ~~each~~persons ofnamed in the ~~following~~table ~~entities~~have orsole ~~individuals~~voting isand ~~c/o~~investment ~~Eureka~~power ~~Acquisition~~with ~~Corp,~~respect 89to ~~Nexus~~all ~~Way,~~Ordinary Shares ~~Camana~~beneficially ~~Bay,~~owned ~~Grand~~by ~~Cayman, KY1-9009, Cayman Islands~~them.

~~(2)~~The beneficial ~~Fen~~ownership ~~Zhang~~of isour ~~the~~Ordinary ~~sole~~Shares ~~member~~is ~~and~~based ~~sole~~on ~~director~~an aggregate of ~~the~~6,436,000 ~~Sponsor.~~Ordinary ~~The~~Shares ~~person~~issued ~~having~~and ~~voting,~~outstanding ~~dispositive~~as orof ~~investment~~the ~~powers~~date hereof ~~over~~and the ~~Sponsor~~record isof ~~Fen~~beneficial ~~Zhang,~~ownership ~~thus~~as ~~Fen~~indicated ~~Zhang~~in isthe ~~deemed~~statements tofiled ~~have~~with ~~beneficial~~the ~~ownership~~SEC ofpursuant ~~the~~section ~~shares~~13(d) ~~held~~or by13(g) as of the ~~Sponsor~~date hereof.

Name and Address of Beneficial Owner⁽¹⁾	Number of Ordinary Shares Beneficially Owned⁽²⁾		Approximate Percentage of Outstanding Ordinary Shares
Fen Zhang⁽²⁾		1,635,500		33.9	%
Zhechen Wang		—		—
Cameron Johnson		—		—
Lauren Simmons		10,000		*
Kevin McKenzie		10,000		*
All executive officers and directors as a group (5 individuals)		1,655,500		34.3	%
5% Holders
Hercules Capital Management Corp⁽²⁾		1,635,500		33.9	%
WOLVERINE ASSET MANAGEMENT LLC⁽³⁾		395,924		5.9	%
KARPUS MANAGEMENT, INC.⁽⁴⁾		326,825		6.8	%
W. R. Berkley Corporation⁽⁵⁾		305,628		6.3
Mizuho Financial Group, Inc.⁽⁶⁾		550,000		11.4	%
RLH Capital LLC ⁽⁷⁾		295,400		6.12
Feis Equities LLC ⁽⁸⁾		261,656		5.4	%
Barclays PLC⁽⁹⁾		325,000		6.7	%
Cowen and Company, LLC⁽¹⁰⁾		415,600		8.6	%

~~(3)~~* ~~According~~Less tothan aone Schedule 13G filed on November 14, 2024 jointly by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC. The principal business address of First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of First Trust Merger Arbitrage Fund is 235 West Galena Street, Milwaukee, WI 53212.percent

(41) ~~According~~Unless tootherwise anoted, ~~Schedule~~the ~~13G~~business ~~filed~~address onof ~~November~~each ~~14,~~of ~~2024~~the ~~jointly~~following byentities ~~AQR~~or ~~Capital~~individuals ~~Management,~~is ~~LLC,~~c/o ~~AQR~~Eureka ~~Capital~~Acquisition ~~Management Holdings~~Corp, ~~LLC~~89 ~~and~~Nexus ~~AQR Arbitrage~~Way, ~~LLC~~Camana Bay, ~~whose~~Grand ~~principal business address is One Greenwich Plaza~~Cayman, ~~Greenwich~~KY1-9009, CTCayman ~~06830~~Islands.

(52) ~~According~~Fen toZhang ais ~~Schedule~~the ~~13G~~sole ~~filed~~member onand ~~November~~sole ~~13,~~director ~~2024~~of bythe ~~Cowen~~Sponsor. ~~and~~The ~~Company,~~person ~~LLC~~having voting, ~~whose~~dispositive ~~principal~~or ~~business~~investment ~~address~~powers isover ~~599~~the ~~Lexington~~Sponsor ~~Avenue,~~is ~~New~~Fen ~~York~~Zhang, NYthus ~~10022~~Fen Zhang is deemed to have beneficial ownership of the shares held by the Sponsor.

(63) According to a ~~Schedule~~Form ~~13G~~4 filed on ~~November~~December 1211, ~~2024~~2025 jointly by ~~Kerry~~WOLVERINE ~~Propper~~ASSET ~~and~~MANAGEMENT ~~Antonio~~LLC, ~~Ruiz-Gimenez~~Wolverine Holdings, L.P., Wolverine Trading Partners, Inc. Bellick Robert and Gust Christopher whose principal business address is 1175 ~~Pennsylvania~~West ~~Plaza~~Jackson, ~~48th~~Suite ~~Floor~~340, ~~New York~~Chicago, ~~New~~IL ~~York 10119~~60604.

(74) According to a Schedule 13G filed on ~~October~~November 714, ~~2024~~2025 by ~~Karpus~~KARPUS ~~Management~~MANAGEMENT, ~~Inc~~INC., ~~d/b/a Karpus Investment Management,~~ whose principal business address is 183 Sully’s Trail, Pittsford, New York 14534.

~~Item 13~~(5) According to a Form 4 filed on November 10, 2025 by W. ~~Certain~~R. ~~Relationships~~Berkley ~~and~~Corporation, ~~Related~~whose ~~Transactions~~principal business address is 475 Steamboat Road, ~~and~~Greenwich, ~~Director~~CT ~~Independence~~06830.

~~Founder Shares~~(6) According to a Schedule 13G/A filed on August 13, 2025 by Mizuho Financial Group, Inc., whose principal business address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

On July 4, 2023 and September 29, 2023, the Sponsor acquired 100 and 1,437,400 Founder Shares, respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share. On June 27, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 10,000 Founder Shares to each of our independent directors, Dr. M. Anthony Wong, Ms. Lauren Simmons and Mr. Kevin McKenzie, at the original purchase price, immediately prior to the closing of the IPO. 24

~~As of~~(7) ~~September~~According ~~30,~~to ~~2024,~~a ~~there~~Schedule ~~were~~13G 1filed on July 7,~~437,500~~ ~~Founder~~2025 ~~Shares~~jointly ~~issued~~by RLH Capital LLC and ~~outstanding.~~Louis ~~The~~Camhi, ~~aggregate~~whose ~~capital~~principal ~~contribution~~business ~~was~~address ~~$25~~is 119 Hicks Lane,~~000,~~ ~~or approximately~~Great ~~$0.02~~Neck, ~~per~~New ~~share~~York 11024.

~~Private Units~~(8) According to a Schedule 13G filed on July 3, 2025 jointly by Feis Equities LLC and Lawrence M. Feis, whose principal business address is 740 Waukegan Road Suite 206 Glenview, Illinois 60025.

~~Simultaneously~~(9) ~~with~~According ~~the~~to ~~consummation~~a ofSchedule ~~the~~13G ~~IPO~~filed ~~and~~on ~~the~~March ~~sale of the Option Units~~21, ~~the~~2025 ~~Company~~by ~~consummated~~Barclays ~~the Private Placement of 228~~PLC,~~000~~ ~~Private~~whose ~~Units~~principal tobusiness ~~the~~address ~~Sponsor~~is at1 aChurchill ~~price~~Place, ofLondon ~~$10.00~~- ~~per~~E14 ~~Private Unit~~5HP.

~~Promissory Note~~(10) —According ~~Related~~to ~~Party~~a Schedule 13G filed on November 13, 2024 by Cowen and Company, LLC, whose principal business address is 599 Lexington Avenue, New York, NY 10022.

~~On June 25, 2024, the Sponsor~~Item ~~agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the “Promissory Note)~~13. AsCertain ofRelationships ~~July~~and 3,Related ~~2024~~Transactions, ~~the~~ ~~date~~and ofDirector ~~the completion of the IPO, the Sponsor loaned the Company $481,511~~Independence. ~~The total amount of $481,511 under the Promissory Note was fully repaid upon closing of the IPO on July 3, 2024. The Promissory Note was terminated after the repayment.~~

~~Working~~Founder ~~Capital Loans~~Shares

~~In order~~On toJuly ~~finance~~4, ~~the~~2023 ~~Company’s~~and ~~transaction~~September 29, ~~costs in connection with an initial business combination~~2023, the Sponsor, ~~our~~acquired ~~officers~~ 100 and ~~directors~~1,437,400 orFounder ~~their affiliates or designees may~~Shares, ~~but are not obligated to~~respectively, ~~loan~~for usan ~~funds~~aggregate aspurchase ~~may~~price beof ~~required.~~$25,000, Ifor ~~we complete an initial~~approximately ~~business~~$0.02 ~~combination,~~per ~~we would repay such loaned amounts~~share. InOn ~~the~~June ~~event~~27, ~~that~~2024, the ~~initial~~Sponsor ~~business~~entered ~~combination~~into ~~does~~a ~~not~~securities ~~close~~transfer agreement, wepursuant ~~may~~to ~~use a~~which ~~portion of~~ the ~~working~~Sponsor ~~capital~~transferred 10,000 ~~held~~Founder ~~outside~~Shares ~~the Trust Account~~ to ~~repay~~each ~~such~~of ~~loaned amounts but no proceeds from~~ our ~~Trust~~independent ~~Account~~directors, ~~would be~~Dr. ~~used for such repayment~~M. UpAnthony toWong $1(former director),~~500,000~~ ofMs. ~~the~~Lauren ~~Working~~Simmons ~~Capital~~and ~~Loans~~Mr. ~~may~~Kevin ~~be convertible into Working Capital Units~~ McKenzie, at the ~~option of~~original ~~the~~purchase ~~lender~~price, ~~upon~~immediately ~~consummation~~prior ~~of our initial business combination, in addition~~ to the ~~convertible~~closing ~~notes~~of ~~in connection with~~ the ~~potential extensions~~IPO. ~~The Working Capital Units would be identical to the Private Units.~~

As of September 30, ~~2024~~2025, ~~the~~there ~~Company~~were ~~had~~1,437,500 noFounder ~~borrowings~~Shares ~~under~~issued ~~the~~and ~~Working~~outstanding. ~~Capital~~The ~~Loans~~aggregate capital contribution was $25,000, or approximately $0.02 per share.

27Private Units

~~Extension~~Simultaneously ~~Fees~~with the consummation of the IPO and the sale of the Option Units, the Company consummated the Private Placement of 228,000 Private Units to the Sponsor at a price of $10.00 per Private Unit.

WePromissory ~~have~~Note ~~until~~— ~~July~~Related 3, 2025 to complete its initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination by July 3, 2025, we may extend the Combination Period up to two times, each time by an additional three months (for a total of up to January 3, 2026 to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. In order to extend the Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the Extension Fees in the amount of $575,000 on or prior to the date of the applicable deadline, for each three-month extension. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and either be payable upon the consummation of our initial business combination out of the proceeds of the Trust Account released to us, or, at the lender’s discretion, converted upon consummation of our business combination into Extension Units. If we do not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the Combination Period. The Extension Units would be identical to the Private Units.Party

On June 25, 2024, the Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the “Promissory Note). As of ~~September~~July 303, 2024, the date of the completion of the IPO, the Sponsor loaned the Company $481,511. The total amount of $481,511 ~~there~~under ~~were~~the noPromissory ~~Extension~~Note ~~Fees~~was fully repaid upon closing of the IPO on July 3, 2024. The Promissory Note was terminated after the repayment.

~~Administrative~~On August 4, 2025 and September ~~Services~~3, ~~Agreement~~2025, the Company issued two unsecured promissory notes to the Sponsor, each with a principal amount of $150,000 (the “Extension Notes”), as payment for the extension fee. Each Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the a Business Combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a Business Combination. The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of September 30, 2025, $300,000 was outstanding under the Extension Notes.

~~The~~Working ~~Company~~Capital is obligated, commencing from July 1, 2024 to pay the Sponsor, a monthly fee of $10,000 for office space, utilities and secretarial and administrative support pursuant to a certain administrative services agreement by and between the Company and the Sponsor dated July 2, 2023 (the “Administrative Services Agreement”). This Administrative Services Agreement will terminate upon completion of the Company’s business combination or the liquidation of the Trust Account to public shareholders. The Company incurred $30,000 for the year ended September 30, 2024, of which $10,000 was included in the accrued expenses.Loans

~~Policy~~In order to finance the Company’s transaction costs in connection with an initial business combination, the Sponsor, our officers and directors, or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for ~~Approval~~such repayment. Up to $1,500,000 of ~~Related~~the ~~Party~~Working ~~Transactions~~Capital Loans may be convertible into Working Capital Units at the option of the lender, upon consummation of our initial business combination, in addition to the convertible notes in connection with the potential extensions. The Working Capital Units would be identical to the Private Units.

WeOn ~~have~~August ~~not~~25, ~~yet~~2025, ~~adopted~~the aCompany ~~formal~~issued ~~policy~~an ~~for~~unsecured promissory note (the ~~review,~~“Working ~~approval~~Capital orNote”) ~~ratification~~in the principal amount of up ~~related~~to ~~party~~$300,000 ~~transactions~~to the Sponsor. ~~Accordingly,~~The funds may be drawn as needed until the ~~transactions~~initial business combination and will be used for general working ~~discussed~~capital. ~~above~~As ~~were~~of ~~not~~September ~~reviewed~~30, ~~approved~~2025, or$200,000 ~~ratified~~remained inoutstanding ~~accordance~~under ~~with~~the ~~any~~Working ~~such~~Capital ~~policy~~Note..

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.25

InExtension addition, our audit committee, pursuant to a written charter will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We have adopted the audit committee charter. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.Fees

~~These~~We currently have until January ~~procedures~~3, ~~are~~2026 ~~intended~~to complete our initial business combination. However, if we anticipate that we may not be able to ~~determine~~consummate ~~whether~~our ~~any~~initial business combination by January 3, 2026, we may extend the Combination Period by Monthly Extensions, up to July 3, 2026 without submitting such proposed ~~related~~extensions ~~party~~to ~~transaction~~our ~~impairs~~shareholders for approval or offering our public shareholders redemption rights in connection therewith. In order to extend the ~~independence~~Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the Extension Fees in the amount of a$150,000 ~~director~~on or ~~presents~~prior ato the date of the applicable deadline, ~~conflict~~for each Monthly Extension. Any such payments would be made in the form of a loan. Any such loans will be non-interest onbearing and either be payable upon the ~~part~~consummation of our initial business combination out of the proceeds of the Trust Account released to us, or, at the lender’s discretion, converted upon consummation of our business combination into Extension Units. If we do not complete a ~~director~~business combination, ~~employee~~the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Sponsor and its affiliates or ~~officer~~designees are not obligated to fund the Trust Account to extend the Combination Period. The Extension Units would be identical to the Private Units.

28As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor. The Company issued five Extension Notes in the aggregate principal amount of $750,000 to the Sponsor in connection with the payment of the Monthly Extension Fee by the Sponsor.

ToAdministrative ~~further~~Services minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA, or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our founders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our founders or their affiliates, none of which will be made from the proceeds of the IPO held in the Trust Account prior to the completion of our initial business combination:Agreement

●The Company ~~reimbursement~~is ofobligated, ~~out-of-pocket~~commencing ~~expenses~~from ~~incurred~~July by1, ~~them~~2024 into ~~connection~~pay ~~with~~the ~~certain~~Sponsor, ~~activities~~a onmonthly ~~our~~fee ~~behalf~~of $10,000 ~~such~~for asoffice ~~identifying~~space, utilities and ~~investigating~~secretarial and ~~possible~~administrative ~~business~~support ~~targets~~pursuant to a certain administrative services agreement by and between the Company and the Sponsor dated July 2, 2023 (the “Administrative Services Agreement”). This Administrative Services Agreement will terminate upon completion of the Company’s business ~~combinations;~~combination or the liquidation of the Trust Account to public shareholders. The Company incurred $120,000 for the year ended September 30, 2025, of which $50,000 was included in the accrued expenses.

●Policy for ~~repayment~~Approval ~~at the closing~~ of ~~our~~Related ~~initial~~Party business combination of Working Capital Loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1.500,000 of such Working Capital Loans may be convertible into Working Capital Units at the option of the lender. Such Working Capital Units are identical to the Private Units sold in the Private Placement; andTransactions

●We have ~~repayment~~not atyet ~~the~~adopted ~~closing~~a offormal ~~our~~policy ~~initial~~for ~~business~~the ~~combination of Extension Fees which have been made by our Sponsor~~review, ~~its~~approval ~~affiliates~~ or ~~designees~~ratification inof ~~connection~~related ~~with~~party ~~our~~transactions. ~~extensions~~Accordingly, of the ~~Combination~~transactions discussed ~~Period,~~above ~~which~~were ~~may~~not ~~be convertible into Extension Units~~reviewed, ~~such~~approved ~~Extension~~or ~~Units~~ratified ~~are~~in ~~identical~~accordance towith ~~the~~any ~~Private~~such ~~Units sold in the Private Placement~~policy.

~~Director~~We ~~Independence~~have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

~~Nasdaq~~In ~~listing~~addition, ~~standards~~our ~~require~~audit ~~that~~committee, pursuant to a ~~majority~~written ofcharter ~~our~~will ~~board~~be ofresponsible ~~directors~~for bereviewing ~~independent. An~~and ~~“independent~~approving ~~director”~~related isparty ~~defined~~transactions ~~generally~~to asthe aextent ~~person~~that ~~other~~we ~~than~~enter aninto ~~officer~~such ortransactions. ~~employee~~An affirmative vote of ~~the~~a ~~company~~majority orof ~~its~~the ~~subsidiaries~~members orof ~~any~~the ~~other~~audit ~~individual~~committee ~~having~~present at a ~~relationship~~ meeting at which ina ~~the~~quorum ~~opinion~~is ofpresent ~~the~~will ~~company’s~~be ~~board~~required ofin ~~directors,~~order ~~would~~to ~~interfere~~approve ~~with~~a ~~the~~related ~~director’s~~party ~~exercise~~transaction. A majority of ~~independent~~the ~~judgment~~members of inthe ~~carrying~~entire ~~out~~audit ~~the~~committee ~~responsibilities~~will ofconstitute a ~~director~~quorum. ~~Our~~Without ~~board~~a ofmeeting, ~~directors~~the ~~has~~unanimous ~~determined~~written ~~that~~consent ~~each~~of all of M.the ~~Anthony~~members ~~Wong,~~of ~~Lauren~~the ~~Simmons~~audit ~~and~~committee ~~Kevin~~will ~~McKenzie~~be ~~are~~required ~~“independent~~to ~~directors”~~approve asa ~~defined~~related inparty ~~the~~transaction. ~~Nasdaq~~We ~~listing~~have ~~standards~~adopted ~~and~~the ~~applicable~~audit ~~SEC~~committee ~~rules~~charter. ~~Our~~We ~~independent~~also require each of our directors ~~will~~and ~~have~~executive ~~regularly~~officers ~~scheduled~~to ~~meetings~~complete ata ~~which~~directors’ ~~only~~and ~~independent~~officers’ ~~directors~~questionnaire ~~are~~that ~~present~~elicits information about related party transactions.

~~Item~~These ~~14.~~procedures ~~Principal~~are ~~Accounting~~intended ~~Fees~~to ~~and~~determine ~~Services.~~whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

During the period from June 13, 2023 (inception) through September 30, 2024, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum Asia for services rendered.26

~~Audit Fees. Audit~~To ~~fees~~further ~~consist~~minimize conflicts of ~~fees~~interest, ~~billed~~we ~~for~~have ~~professional~~agreed ~~services~~not ~~rendered~~to ~~for~~consummate ~~the~~an ~~audit~~initial business combination with an entity that is affiliated with any of our ~~year-end~~ ~~financial~~founders ~~statements~~unless ~~and~~we, ~~services~~or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA, or another independent firm that commonly renders valuation opinions for the type of company we are ~~normally~~seeking ~~provided~~to byacquire, ~~Marcum~~or ~~Asia~~an inindependent ~~connection~~accounting ~~with~~firm ~~regulatory~~that ~~filings~~our initial business combination is fair to our company from a financial point of view. ~~The~~Furthermore, ~~aggregate~~no finder’s fees, ~~billed~~reimbursements byor ~~Marcum~~cash ~~Asia~~payments ~~for~~will ~~professional~~be made to our founders, existing officers, directors or advisors, or our or their affiliates, for services rendered ~~for~~to us prior to or in connection with the ~~audit~~completion of our ~~annual~~initial business ~~financial~~combination ~~statements,~~although ~~review~~we ofmay ~~the~~consider ~~financial~~cash ~~information~~or ~~included~~other incompensation ~~our~~to ~~other~~officers ~~required filings~~or ~~with~~advisors ~~the~~we ~~SEC~~may ~~for~~hire subsequent to the ~~year~~IPO ~~ended~~to be ~~September~~paid ~~30,~~either ~~2024~~prior ~~and~~to ~~for~~or ~~the~~in ~~period~~connection ~~from~~with ~~June~~our 13initial business combination. In addition, ~~2023~~the ~~(inception)~~following ~~through~~payments ~~September~~will ~~30,~~be ~~2023~~made to our ~~totaled~~founders ~~$127,205~~or ~~and~~their $0affiliates, ~~respectively.~~none ~~The~~of ~~above~~which ~~amounts~~will ~~include~~be ~~interim~~made ~~procedures~~from ~~and~~the ~~audit~~proceeds ~~fees.~~of the IPO held in the Trust Account prior to the completion of our initial business combination:

~~Audit-Related Fees. Audit-related~~● ~~services~~reimbursement ~~consist~~of out-of-pocket ~~fees~~expenses ~~billed~~incurred ~~for~~by ~~assurance~~them ~~and~~in ~~related~~connection ~~services~~with ~~that~~certain ~~are~~activities ~~reasonably~~on ~~related~~our tobehalf, ~~performance of~~such ~~the~~as ~~audit~~identifying ~~or review of our financial statements~~ and ~~are~~investigating ~~not~~possible ~~reported~~business ~~under~~targets ~~“Audit Fees.” We did not pay Marcum Asia for professional services rendered for audit related fees for the year ended September 30, 2024~~ and ~~for~~business ~~the period from June 13, 2023 (inception) through September 30, 2023.~~combinations;

~~Tax Fees.~~● Werepayment ~~did~~at ~~not~~the ~~pay~~closing ~~Marcum~~of ~~Asia~~our ~~for~~initial ~~tax~~business ~~planning~~combination ~~and~~of ~~tax~~Working ~~advice~~Capital ~~for~~Loans ~~the~~which ~~year~~may ~~ended~~be ~~September~~made ~~30,~~by ~~2024~~our ~~and~~founders ~~for~~or ~~the~~an ~~period~~affiliate ~~from~~of ~~June 13~~our founders to finance transaction costs in connection with an intended initial business combination, ~~2023~~the ~~(inception)~~terms ~~through~~of ~~September~~which 30have not been determined nor have any written agreements been executed with respect thereto. Up to $1.500,000 ~~2023~~of such Working Capital Loans may be convertible into Working Capital Units at the option of the lender. Such Working Capital Units are identical to the Private Units sold in the Private Placement; and

~~All Other~~● ~~Fees.~~repayment Weat ~~did~~the ~~not~~closing ~~pay~~of ~~Marcum~~our ~~Asia~~initial ~~for~~business ~~other~~combination ~~services~~of ~~for~~Extension ~~the~~Fees ~~year~~which ~~ended~~have ~~September~~been 30made by our Sponsor, ~~2024~~its ~~and~~affiliates ~~for~~or ~~the~~designees ~~period~~in ~~from~~connection ~~June~~with 13our extensions of the Combination Period, ~~2023~~ ~~(inception)~~which ~~through~~may ~~September~~be 30convertible into Extension Units, ~~2023~~such Extension Units are identical to the Private Units sold in the Private Placement.

29Director Independence

~~PART~~Nasdaq IVlisting standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Cameron Johnson, Lauren Simmons and Kevin McKenzie are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Item 1514. ~~Exhibits,~~Principal ~~Financial~~Accounting ~~Statement~~Fees ~~Schedules~~and Services.

1.During ~~The~~the ~~following~~year ~~documents~~ended ~~are~~September ~~filed~~30, 2025, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as ~~part~~our principal independent registered public accounting firm. The following is a summary of ~~this~~fees ~~Annual~~paid ~~Report:~~or to be paid to Marcum Asia for services rendered.

~~Financial~~Audit ~~Statements:~~Fees. Audit ~~See~~fees ~~“Item~~consist 8.of ~~Financial~~fees ~~Statements~~billed ~~and~~for ~~Supplementary~~professional ~~Data”~~services ~~herein~~rendered ~~and~~for ~~“Index~~the toaudit ~~Financial~~of ~~Statements”~~our year-end consolidated financial statements and services that are normally provided by Marcum Asia in connection with regulatory filings. The aggregate fees billed by Marcum Asia for professional services rendered for the audit of our annual financial statements, ~~incorporated~~review byof ~~reference~~the financial ~~therein~~information ~~commencing~~included ~~below~~in our other required filings with the SEC for the year ended September 30, 2025 and 2024 totaled $90,176 and $127,205, respectively. The above amounts include interim procedures and audit fees.

2.Audit-Related ~~Exhibits:~~Fees. Audit-related ~~The~~services ~~following~~consist ~~exhibits~~of fees billed for assurance and related services that are ~~filed~~reasonably asrelated ~~part~~to performance of, the audit or ~~incorporated~~review byof ~~reference~~our ~~into,~~consolidated ~~this~~financial ~~Annual~~statements ~~Report~~and onare ~~Form~~not ~~10-K~~reported under “Audit Fees.” We did not pay Marcum Asia for professional services rendered for audit related fees for the year ended September 30, 2025 and 2024.

Exhibit Number		Description
3.1		Second Amended and Restated Memorandum and Articles of Association, dated June 27, 2024. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
4.1		Specimen Unit Certificate. (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)
4.2		Specimen Ordinary Share Certificate. (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)
4.3		Specimen Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)
4.4		Rights Agreement, dated July 2, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent. (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
4.5		Description of Securities
10.1		Unit Subscription Agreement dated July 21, 2024, between the Company and the Sponsor. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.2		Securities Transfer Agreement, dated June 27, 2024, between the Company, the Sponsor, and certain directors of the Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.3		Investment Management Trust Agreement, dated July 2, 2024, between the Company and CST, as trustee. (incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.4		Registration Rights Agreement, dated July 2, 2024, between the Company, the Sponsor, and the Representative. (incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.5		Letter Agreement, dated July 2, 2024, among the Company, the Sponsor, and officers and directors of the Company. (incorporated herein by reference to Exhibit 10.5 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.6		Form of the Indemnity Agreement, between the Company and the officers and directors of the Company. (incorporated herein by reference to Exhibit 10.6 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)
10.7		Administrative Service Agreement, dated July 2, 2023, between the Company and the Sponsor. (incorporated herein by reference to Exhibit 10.7 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Tax Fees. We did not pay Marcum Asia for tax planning and tax advice for the year ended September 30, 2025 and 2024.

All Other Fees. We did not pay Marcum Asia for other services for the year ended September 30, 2025 and 2024.

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97*		Policy Relating to Recovery of Erroneously Awarded Compensation
99.1		Audit Committee Charter. (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)
99.2		Compensation Committee Charter. (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)
101.INS		Inline XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith ** Furnished herewithPART IV

Item 16 15. ~~Form~~Exhibits, ~~10-K~~Financial ~~Summary~~Statement Schedules.

~~None~~1. The following documents are filed as part of this Annual Report:

31Financial Statements: See “Item 8. Audited Consolidated Financial Statements and Supplementary Data” herein and “Index to Audited Consolidated Financial Statements” and audited consolidated financial statements incorporated by reference therein commencing below.

~~SIGNATURES~~2. Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

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.

Exhibit Number		Description
2.1		Business Combination Agreement, dated as of October 29, 2025, by and among Eureka Acquisition Corp, Marine Thinking Inc. and 17358750 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on November 3, 2025)

3.1		Third Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on July 2, 2025)

4.1		Specimen Unit Certificate. (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

4.2		Specimen Ordinary Share Certificate. (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

4.3		Specimen Right Certificate. (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

4.4		Rights Agreement, dated July 2, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent. (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

4.5		Description of Securities.

10.1		Share Purchase Option dated March 20, 2025 issued by Hercules Capital Management VII Corp. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025)

10.2		Indemnity Agreement dated March 20, 2025, by and between the Company and Cameron Richard Johnson, as a director of the Company. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025)

10.3		Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and Continental Stock Transfer & Trust Company. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025).

10.4		Extension Promissory Note dated August 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2025).

10.5		Sponsor Promissory Note dated August 25, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025).

	EUREKA ACQUISITION CORP
Date: December 23, 2024
	By:	/s/ Fen Zhang
		Fen Zhang
		Chief Executive Officer, Chairman and Secretary
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

10.6		Extension Promissory Note dated September 3, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2025).

10.7		Extension Promissory Note dated October 6, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2025).

10.8		Support Agreement, dated as of October 29, 2025 by and among Hercules Capital Management Corp, Eureka Acquisition Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.9		Voting Agreement, dated as of October 29, 2025 by and among certain shareholders of Marine Thinking Inc., Eureka Acquisition Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.10		Form of Registration Rights Agreement, by and among Eureka Acquisition Corp, Marine Thinking Holdings Inc., Hercules Capital Management Corp and certain other parties. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.11		Form of Lock-Up Agreement, by Hercules Capital Management Corp and certain shareholders of Marine Thinking Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.12		Option Purchase Agreement, by and between Hercules Capital Management Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.13		Option Assignment Agreement, by and between Marine Thinking Inc. and 17323204 Canada Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.14		Finder’s Agreement, dated April 1, 2025, by and between Eureka Acquisition Corp and Alpha Innovators Limited. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.15		Extension Promissory Note dated November 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025).

10.16		Extension Promissory Note dated December 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2025).

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Name	Position	Date
/s/ Fen Zhang	Chief Executive Officer, Chairman and Director	December 23, 2024
Fen Zhang	(Principle Executive Officer)
/s/ Zhechen Wang	Chief Financial Officer	December 23, 2024
Zhechen Wang	(Principal Accounting and Financial Officer)
/s/ Anthony Wong	Director	December 23, 2024
Anthony Wong
/s/ Lauren Simmons	Director	December 23, 2024
Lauren Simmons
/s/ Kevin McKenzie	Director	December 23, 2024
Kevin McKenzie

97		Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annal Report on Form 10-K filed with the Securities and Exchange Commission on December 26, 2024).

99.1		Audit Committee Charter. (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

99.2		Compensation Committee Charter. (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

101.INS		Inline XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

~~EUREKA~~* ~~ACQUISITION~~Filed ~~CORP~~herewith ** Furnished herewith

~~INDEX~~Item TO16. ~~FINANCIAL~~Form ~~STATEMENTS~~10-K Summary.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5395)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

None.

~~F-1~~30

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~SIGNATURES

ToPursuant to the ~~Shareholders~~requirements ~~and~~of ~~Board~~the ofSecurities Exchange ~~Directors~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Eureka Acquisition Corp.

	EUREKA ACQUISITION CORP

Date: December 12, 2025
	By:	/s/ Fen Zhang
		Fen Zhang
		Chief Executive Officer, Chairman and Secretary
		(Principal Executive Officer)

~~Opinion~~Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the ~~Financial~~following ~~Statements~~persons on behalf of the registrant and in the capacities and on the dates indicated.

We have audited the accompanying balance sheets of Eureka Acquisition Corp. (the “Company”) as of September 30, 2024 and 2023, the related statements of operations, changes in shareholders’ equity and cash flows for the year ended September 30, 2024 and for the period from June 13, 2023 (inception) through September 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the year ended September 30, 2024 and for the period from June 13, 2023 (inception) through September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Name	Position	Date

/s/ Fen Zhang	Chief Executive Officer, Chairman and Director	December 12, 2025
Fen Zhang	(Principle Executive Officer)

/s/ Zhechen Wang	Chief Financial Officer	December 12, 2025
Zhechen Wang	(Principal Accounting and Financial Officer)

/s/ Cameron Johnson	Director	December 12, 2025
Cameron Johnson

/s/ Lauren Simmons	Director	December 12, 2025
Lauren Simmons

/s/ Kevin McKenzie	Director	December 12, 2025
Kevin McKenzie

~~Explanatory Paragraph – Going Concern~~31

~~The~~EUREKA ~~accompanying~~ACQUISITION financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 3, 2025 or January 3, 2026 if the Company enters into a business combination agreement prior to July 3, 2025 or by making additional contributions to the trust to extend the business combination deadline by an additional 6 months through January 3, 2026. There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to July 3, 2025, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond July 3, 2025 and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.CORP

~~Basis~~INDEX ~~for~~TO CONSOLIDATED ~~Opinion~~FINANCIAL STATEMENTS

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5395)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.F-1

~~Our audits included performing procedures to assess~~REPORT ~~the~~OF ~~risks~~INDEPENDENT ofREGISTERED ~~material~~PUBLIC ~~misstatement~~ACCOUNTING of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.FIRM

~~/s/~~To ~~Marcum~~the ~~Asia~~Shareholders ~~CPAs~~and ~~LLP~~ Board of Directors of

~~Marcum~~Eureka ~~Asia~~Acquisition ~~CPAs LLP~~Corp.

WeOpinion ~~have~~on ~~served as~~ the ~~Company’s~~Financial ~~auditor since 2023.~~Statements

~~New~~We ~~York~~have audited the accompanying consolidated balance sheets of Eureka Acquisition Corp. (the “Company”) as of September 30, NY2025 and 2024, the related consolidated statements of operation, shareholders’ (deficit) equity and cash flows for each of the two years ended September 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~December~~Explanatory ~~23,~~Paragraph ~~2024~~– Going Concern

~~Firm~~The ~~ID#:~~accompanying ~~5395~~ financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before January 3, 2026 or by making additional contributions to the trust to extend the business combination deadline by an additional 6 months through July 3, 2026. The Company entered into a business combination agreement with a business combination target on October 29, 2025; however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to July 3, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after July 3, 2026, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

~~F-2~~Basis for Opinion

~~EUREKA~~These ~~ACQUISITION~~financial ~~CORP~~statements are the responsibility ~~BALANCE~~of ~~SHEETS~~the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	September 30, 2024		September 30, 2023
Assets
Current Assets
Cash	$	670,352	$	—
Prepaid expenses		63,845		47,200
Total Current Assets		734,197		47,200
Deferred offering costs		—		236,902
Investments held in Trust Account		58,109,787		—
Total Assets	$	58,843,984	$	284,102
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	39,723	$	160,416
Due to a related party		10,000		—
Promissory note – related party		—		104,011
Total Current Liabilities		49,723		264,427
Total Liabilities		49,723		264,427
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value, 390,000,000 shares authorized, 5,750,000 shares and zero shares issued and outstanding as of September 30, 2024 and 2023, respectively		55,929,275		—
Shareholders’ Equity
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value, 390,000,000 shares authorized, 458,000 shares (excluding 5,750,000 shares subject to possible redemption) as of September 30, 2024 and zero shares issued and outstanding as of September 30, 2023		46		—
Class B ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of September 30, 2024 and 2023(1)		144		144
Additional paid-in capital		2,614,400		24,856
Retained earnings (accumulated deficit)		250,396		(5,325	)
Total Shareholders’ Equity		2,864,986		19,675
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity	$	58,843,984	$	284,102

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~(1)~~Our ~~Includes~~audit anincluded ~~aggregate~~performing procedures to assess the risks of upmaterial tomisstatement ~~187,500~~of ~~Class~~the Bfinancial ~~ordinary~~statements, ~~shares~~whether ~~subject~~due to ~~forfeiture~~error ifor ~~the~~fraud, ~~over-allotment~~and ~~option~~performing isprocedures ~~not~~that ~~exercised~~respond to inthose ~~full~~risks. orSuch inprocedures ~~part~~included byexamining, on a test basis, evidence regarding the ~~underwriters~~amounts asand ofdisclosures ~~September~~in ~~30,~~the ~~2023~~financial statements. Our Asaudit aalso ~~result~~included ofevaluating the ~~underwriter’s~~accounting ~~full~~principles ~~exercise~~used ofand ~~their~~significant ~~over-allotment~~estimates ~~option~~made onby ~~July 8~~management, ~~2024,~~as nowell ~~Founder~~as ~~Shares~~evaluating the ~~are~~overall ~~currently~~presentation ~~subject~~of tothe ~~forfeiture~~financial asstatements. ofWe ~~September~~believe ~~30,~~that ~~2024~~our audit provides a reasonable basis for our opinion.

~~The~~/s/ ~~accompanying~~Marcum ~~notes~~Asia ~~are~~CPAs ~~an integral part of these financial statements.~~LLP

~~F-3~~Marcum Asia CPAs LLP

~~EUREKA~~We ~~ACQUISITION~~have ~~CORP STATEMENTS~~served OFas ~~OPERATIONS~~the Company’s auditor since 2023.

	For the Year Ended September 30, 2024			For the Period from June 13, 2023 (Inception) to September 30, 2023
General and administrative expenses	$	354,066		$	5,325
Loss from operations		(354,066	)		(5,325	)
Other income:
Interest income		609,787			—
Income (loss) before income taxes		255,721			(5,325	)
Income taxes provision		—			—
Net income (loss)	$	255,721		$	(5,325	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,387,978			—
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.56		$	—
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		1,548,308			1,250,000	(1)
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	(0.34	)	$	(0.00	)

New York, NY
December 12, 2025

~~(1) This number excludes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over~~F-~~allotment option is not exercised in full or in part by the underwriters (see Note 5).~~2

~~The~~EUREKA ~~accompanying~~ACQUISITION ~~notes are an integral part of~~CORP ~~these~~CONSOLIDATED ~~financial~~BALANCE ~~statements.~~SHEETS

F-4

	As of September 30,
	2025			2024

Assets
Current Assets
Cash	$	51,431		$	670,352
Prepaid expenses		47,877			63,845
Total Current Assets		99,308			734,197

Deferred offering costs		—			—
Investments held in Trust Account		31,338,322			58,109,787
Total Assets	$	31,437,630		$	58,843,984

Liabilities, Shares Subject to Redemption, and Shareholders’ (Deficit) Equity
Current Liabilities
Accounts payable and accrued expenses	$	174,581		$	39,723
Due to related party - administrative service fee		50,000			10,000
Promissory note – related party		500,000			—
Total Current Liabilities		724,581			49,723
Total Liabilities		724,581			49,723

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value, 390,000,000 shares authorized, 2,930,233 shares and 5,750,000 shares issued and outstanding as of September 30, 2025 and 2024, respectively		31,338,322			55,929,275

Shareholders’ Equity
Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value, 390,000,000 shares authorized, 458,000 shares (excluding 2,930,233 shares and 5,750,000 shares subject to possible redemption as of September 30, 2025 and 2024, respectively)		46			46
Class B ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of September 30, 2025 and 2024		144			144
Additional paid-in capital		—			2,614,400
Retained earnings (accumulated deficit)		(625,463	)		250,396
Total Shareholders’ (Deficit) Equity		(625,273	)		2,864,986
Total Liabilities, Shares Subject to Redemption, and Shareholders’ (Deficit) Equity	$	31,437,630		$	58,843,984

~~EUREKA~~The ~~ACQUISITION~~accompanying ~~CORP STATEMENTS~~notes OFare ~~CHANGES~~an INintegral ~~SHAREHOLDERS’~~part ~~EQUITY~~of these consolidated financial statements.

~~For the Year Ended September 30, 2024~~ F-3

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Retained			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
Balance as of September 30, 2023		—	$	—		1,437,500	$	144	$	24,856		$	(5,325	)	$	19,675
Issuance of Private Placement Units		228,000		23		—		—		2,279,977			—			2,280,000
Issuance of representative shares		230,000		23		—		—		301,277			—			301,300
Issuance of Public Rights, net of issuance cost of $45,930		—		—		—		—		1,219,070			—			1,219,070
Transfer Class B shares to independent directors		—		—		—		—		38,479			—			38,479
Accretion of carrying value to redemption value		—		—		—		—		(1,249,259	)		—			(1,249,259	)
Net income		—		—		—		—		—			255,721			255,721
Balance as of September 30, 2024		458,000	$	46		1,437,500	$	144	$	2,614,400		$	250,396		$	2,864,986

EUREKA ACQUISITION CORP
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Period from June 13, 2023 (Inception) to September 30, 2023

	For the Year Ended September 30,
	2025			2024
General and administrative expenses	$	859,747		$	354,066
Loss from operations		(859,747	)		(354,066	)
Other income:
Interest income		2,230,500			609,787
Income before income taxes		1,370,753			255,721
Income taxes provision		—			—
Net income	$	1,370,753		$	255,721

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		5,039,264			1,387,978
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.44		$	0.56
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		1,895,500			1,548,308
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	(0.44	)	$	(0.34	)

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance as of June 13, 2023 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Founder shares issued to initial shareholders (1)		—		—		1,437,500		144		24,856		—			25,000
Net loss		—		—		—		—		—		(5,325	)		(5,325	)
Balance as of September 30, 2023		—	$	—		1,437,500	$	144	$	24,856	$	(5,325	)	$	19,675

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

~~(1) This number includes an aggregate of up to 187,500 Class B ordinary shares subject to forfeiture if the over~~F-~~allotment option is not exercised in full or in part by the underwriters (see Note 5).~~4

~~The~~EUREKA ~~accompanying~~ACQUISITION ~~notes~~CORP CONSOLIDATED ~~are~~STATEMENTS anOF ~~integral~~CHANGES ~~part~~IN ~~of these~~SHAREHOLDERS’ ~~financial~~(DEFICIT) ~~statements.~~EQUITY

~~F-5~~For the Year Ended September 30, 2025

EUREKA ACQUISITION CORP STATEMENTS OF CASH FLOWS

												Retained
	Ordinary Shares								Additional			Earnings			Total
	Class A				Class B				Paid-in			(Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit)			Deficit
Balance as of September 30, 2024		458,000	$	46		1,437,500	$	144	$	2,614,400		$	250,396		$	2,864,986
Accretion of carrying value to redemption value		—		—		—		—		(2,614,400	)		(1,796,612	)		(4,411,012	)
Extension fees deposited into trust account													(450,000	)		(450,000	)
Net income		—		—		—		—		—			1,370,753			1,370,753
Balance as of September 30, 2025		458,000	$	46		1,437,500	$	144	$	—		$	(625,463	)	$	(625,273	)

	For the Year Ended September 30, 2024			For the Period from June 13, 2023 (inception) to September 30, 2023
Cash Flows from Operating Activities:
Net income (loss)	$	255,721		$	(5,325	)
Adjustment to reconcile net loss to net cash used in operating activities:
Stock-based compensation		38,479
Interest earned on marketable securities held in Trust Account		(609,787	)
Changes in operating assets and liabilities:
Prepaid expenses		(16,645	)		—
Due to a related party		10,000			—
Accounts payable and accrued expenses		39,723			1,056
Net Cash Used in Operating Activities		(282,509	)		(4,269	)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		(57,500,000	)		—
Net Cash Used in Investing Activities		(57,500,000	)		—
Cash Flows from Financing Activities:
Proceeds from sale of public units		57,500,000			—
Proceeds from sale of private placement units		2,280,000			—
Proceeds from issuance of promissory note to related party		377,500			—
Payment of underwriter commissions		(862,500	)		—
Repayment of promissory note - related party		(481,511	)		—
Repayment of due to related party		(1,056	)		—
Payment of operating expenses via promissory note – related party		—			4,269
Payment of offering costs		(359,572	)		—
Net Cash Provided by Financing Activities		58,452,861			4,269
Net Change in Cash		670,352			—
Cash, Beginning of Year		—			—
Cash, End of Year	$	670,352		$	—
Supplemental Disclosure of Cash Flow Information:
Prepaid expenses paid via promissory note – related party	$	—		$	47,200
Deferred offering costs included in accrued offering costs	$	—		$	159,360
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—		$	25,000
Deferred offering costs paid via promissory note – related party	$	—		$	52,542
Reversal of offering costs being waived	$	(100,000	)	$	—
Accretion of carrying value to redemption value of Class A redeemable ordinary shares	$	1,249,259		$	—

For the Year Ended September 30, 2024

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

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Retained			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
Balance as of September 30, 2023		—	$	—		1,437,500	$	144	$	24,856		$	(5,325	)	$	19,675
Issuance of Private Placement Units		228,000		23		—		—		2,279,977			—			2,280,000
Issuance of representative shares		230,000		23		—		—		301,277			—			301,300
Issuance of Public Rights, net of issuance cost of $45,930		—		—		—		—		1,219,070			—			1,219,070
Transfer Class B shares to independent directors		—		—		—		—		38,479			—			38,479
Accretion of carrying value to redemption value		—		—		—		—		(1,249,259	)		—			(1,249,259	)
Net income		—		—		—		—		—			255,721			255,721
Balance as of September 30, 2024		458,000	$	46		1,437,500	$	144	$	2,614,400		$	250,396		$	2,864,986

~~F-6~~The accompanying notes are an integral part of these consolidated financial statements.

~~EUREKA ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS~~F-5

~~Note 1 — Organization, Business~~EUREKA ~~Operation~~ACQUISITION ~~and~~CORP CONSOLIDATED ~~Going~~STATEMENTS ~~Concern~~OF ~~Consideration~~CASH FLOWS

Eureka Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on June 13, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which is referred to as a “target business.” (the “Business Combination”) The Company does not have any specific Business Combination under consideration and the Company has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia. The Company may consummate a Business Combination with an entity located in People’s Republic of China (“PRC” including Hong Kong and Macau). Further, due to the fact that a majority of the Company’s executive officers and directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-China or non-Hong Kong-based target companies, and such perception may potentially limit or negatively impact its search for an initial Business Combination or may therefore make it more likely for the Company to consummate a Business Combination with a company based in or having the majority of its operations in PRC and/or Hong Kong. The Company has selected September 30 as its fiscal year end.

	For the Year Ended September 30,
	2025			2024
Cash Flows from Operating Activities:
Net income (loss)	$	1,370,753		$	255,721
Adjustment to reconcile net loss to net cash used in operating activities:
Stock-based compensation		—			38,479
Interest earned on marketable securities held in Trust Account		(2,230,500	)		(609,787	)
Changes in operating assets and liabilities:
Prepaid expenses		15,968			(16,645	)
Due to a related party		40,000			10,000
Accounts payable and accrued expenses		134,858			39,723
Net Cash Used in Operating Activities		(668,921	)		(282,509	)

Cash Flows from Investing Activities:
Cash deposited in trust account		(450,000	)		—
Cash withdrawn from Trust Account to pay public shareholder redemptions		29,451,965			—
Purchase of investment held in Trust Account		—			(57,500,000	)
Net Cash Used in Investing Activities		29,001,965			(57,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of public units		—			57,500,000
Proceeds from sale of private placement units		—			2,280,000
Proceeds from issuance of promissory note to related party		500,000			377,500
Payment of underwriter commissions		—			(862,500	)
Repayment of promissory note - related party		—			(481,511	)
Repayment of due to related party		—			(1,056	)
Payment of public shareholder redemptions		(29,451,965	)		—
Payment of offering costs		—			(359,572	)
Net Cash Provided by Financing Activities		(28,951,965	)		58,452,861

Net Change in Cash		(618,921	)		670,352

Cash, Beginning of Year		670,352			—
Cash, End of Year	$	51,431		$	670,352

Supplemental Disclosure of Cash Flow Information:
Deferred offering costs paid via promissory note – related party	$	—		$	—
Reversal of offering costs being waived	$	—		$	(100,000	)
Accretion of carrying value to redemption value of Class A redeemable ordinary shares	$	4,411,012		$	1,249,259

As of September 30, 2024, the Company had not commenced any operations. For the period from June 13, 2023 (inception) through September 30, 2024, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination. The ~~Company~~accompanying ~~will~~notes ~~not~~are ~~generate~~an ~~any~~integral ~~operating revenues~~part ~~until after the completion~~ of ~~a Business Combination, at the earliest. The Company will generate non-operating income in~~ ~~the~~these ~~form~~consolidated offinancial ~~dividend and/or interest income from the proceeds derived from the IPO and sale of Private Units (as defined below)~~statements.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.F-6

~~The~~EUREKA ~~Company’s~~ACQUISITION ~~founder and sponsor is Hercules~~CORP ~~Capital~~NOTES ~~Management~~TO ~~Corp,~~CONSOLIDATED aFINANCIAL British Virgin Islands company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a private placement to the initial shareholder (see Note 4).STATEMENTS

~~The registration statement for the Company’s IPO was declared effective on July~~ Note 1 — Organization, ~~2024. On July 3, 2024, the Company consummated its IPO of 5,000,000 units (“Units”).~~ ~~Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one right to receive one-fifth of one Class A ordinary share upon the completion of the initial~~ Business ~~Combination.~~Operation The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full to purchase additional 750,000 Units (the “Option Units”) of the Company (the “Over-Allotment Option”). As a result, on July 8, 2024, 750,000 Units were sold to the underwriter at an offering price of $10.00 per Option Unit (the “Option Units” and ~~together~~Going ~~with~~Concern ~~the Units, collectively, the “Public Units”), generating gross proceeds of $7,500,000.~~Consideration

~~Simultaneously~~Eureka ~~with~~Acquisition Corp (the ~~consummation~~“Company” or of“Eureka”) ~~the~~is ~~IPO~~a ~~and~~blank ~~the~~check ~~sale~~company ofincorporated in the ~~Units~~ Cayman Islands on June 13, ~~the~~2023. The Company ~~consummated~~was formed for the ~~private~~purpose ~~placement~~ of ~~216~~entering into a merger,~~750~~ ~~units~~share ~~(the~~exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which is referred to as a “~~Initial~~target ~~Private~~business.” ~~Placement~~(the ~~Units~~“Business Combination”) toThe Company does not have any specific Business Combination under consideration and the ~~Sponsor at~~Company ahas ~~price~~not of(nor ~~$10.00~~has ~~per~~anyone on ~~Initial~~its ~~Private~~behalf), ~~Placement~~directly ~~Unit~~or indirectly, ~~generating~~contacted ~~total~~any ~~proceeds~~prospective oftarget $2business or had any substantive discussions,~~167,500,~~ ~~which~~formal isor ~~described~~otherwise, with inrespect ~~Note~~to 4such a transaction. ~~Simultaneously~~The Company’s efforts to identify a prospective target business will not be limited to a particular ~~with~~industry ~~the~~or ~~issuance~~geographic ~~and~~location ~~sale~~but ofwill ~~the~~initially ~~Option~~focus ~~Units,~~on ~~the~~Asia. The Company ~~completed~~may consummate a ~~private~~Business ~~placement~~Combination ~~sale~~with an entity located in People’s Republic of ~~additional~~China 11(“PRC” including Hong Kong and Macau). Further,~~250~~ ~~units~~due (to the ~~“Additional~~fact that a majority of ~~Private~~the ~~Units”~~Company’s executive officers and ~~together~~directors ~~with~~are ~~the~~located ~~Initial~~in ~~Private~~or ~~Placement~~have ~~Units,~~significant ~~collectively~~ties to China, ~~the~~it ~~“Private~~may ~~Units”)~~make us a less attractive partner to ~~the~~certain ~~Sponsor~~potential target businesses, including non-China or non-Hong Kong-based target companies, and such perception atmay potentially limit or negatively impact its search for an initial Business Combination or may therefore make it more likely for the Company to consummate a ~~purchase~~Business ~~price~~Combination with a company based in or having the majority of ~~$10~~its operations in PRC and/or Hong Kong.00 The ~~per~~Company ~~Additional~~has ~~Private~~selected ~~Unit,~~September 30 ~~generating~~as ~~gross~~its ~~proceeds~~fiscal ofyear ~~$112,500~~end.

~~Transaction~~As ~~costs~~of ~~amounted~~September to30, $12025,~~600,914~~ ~~consisting~~the Company had not ofcommenced ~~$862,500~~any ~~underwriting~~operations. ~~commissions~~For ~~which~~the ~~were~~period ~~paid~~from inJune 13, ~~cash~~2023 at(inception) ~~the~~through ~~closing~~September ~~date~~30, of2025, the ~~IPO~~Company’s ~~and~~efforts ~~Over-allotment~~have been ~~Option,~~limited ~~$301,300~~to oforganizational activities as well as activities related to the ~~Representative~~ ~~Shares~~initial ~~(discussed~~public inoffering (the ~~below~~“IPO”), ~~$150~~described below,~~000~~ ofand ~~underwriter~~subsequent ~~expenses,~~to ~~and~~the ~~$287~~IPO,~~114~~ ofidentifying ~~other~~a ~~offering~~target ~~costs~~company for a Business Combination. AtThe ~~the~~Company ~~closing date~~will ofnot ~~the~~generate ~~IPO~~any ~~and~~operating revenues ~~Over-allotment~~until ~~Option,~~after ~~cash~~the completion of ~~$827~~a Business Combination,~~216~~ ~~was~~at ~~held~~the ~~outside~~earliest. ofThe ~~the~~Company ~~Trust~~will ~~Account~~generate ~~(as~~non-operating income ~~defined~~in the ~~below)~~form of dividend and/or isinterest ~~available for~~income from the ~~payment~~proceeds ofderived ~~accrued~~from ~~offering~~the ~~costs~~IPO and ~~for~~sale ~~working~~of ~~capital~~Private ~~purposes.~~Units (as defined below).

InThe ~~conjunction~~Company’s ~~with~~management ~~the~~has ~~IPO,~~broad ~~the~~discretion with ~~Company~~respect ~~issued~~ to the ~~underwriter~~specific ~~200,000~~application ~~Class~~of ~~A ordinary shares for no consideration (~~the ~~“Representative~~net ~~Shares”)~~proceeds ~~with an estimated fair value~~ of ~~$262,000. In connection with~~ the ~~issuance~~IPO and ~~sales~~the sale of the ~~Option~~Private Units, ~~the~~although ~~Company~~substantially ~~issued an additional 30,000 Representative~~all ~~Shares with an estimated fair value~~ of ~~$39,300 to~~ the ~~underwriter.~~net ~~The~~proceeds ~~fair~~are ~~value~~intended ofto ~~the~~be ~~Representative~~applied ~~Shares~~generally ~~accounted~~toward ~~for~~consummating asa ~~compensation under~~Business ~~Accounting~~Combination. ~~Standards~~There ~~Codification~~is ~~(“ASC”)~~no ~~718,~~assurance ~~“Compensation~~that –the ~~Stock~~Company will ~~Compensation”~~be ~~(“ASC~~able ~~718”) is~~to ~~included~~complete ina ~~the~~Business ~~offering~~Combination ~~costs~~successfully.

~~F-7~~The Company’s founder and sponsor is Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a private placement to the initial shareholder (see Note 4).

The registration statement for the Company’s IPO ~~initial~~was ~~Business~~declared ~~Combination must~~effective ~~occur~~on ~~with~~July ~~one~~1, or2024. ~~more~~On ~~target~~July ~~businesses~~3, ~~that~~2024, ~~together~~the ~~have~~Company anconsummated ~~aggregate~~its ~~fair~~IPO ~~market~~of ~~value~~5,000,000 ofunits at(“Units”). Each ~~least~~Unit ~~80%~~consists of ~~the~~one ~~balance~~Class inA ~~the Trust~~ordinary ~~Account (as defined below)~~share, ~~(less~~$0.0001 ~~any~~par ~~taxes~~value ~~payable~~per onshare, ~~interest~~and ~~earned)~~one atright ~~the~~to ~~time~~receive ofone-fifth ~~execution~~ of ~~the~~one ~~definitive~~Class ~~agreement~~A inordinary ~~connection~~share ~~with~~upon ~~its~~the completion of the initial Business Combination. ~~However,~~The ~~the~~Units ~~Company~~were ~~will~~sold ~~only~~at ~~complete~~an aoffering ~~Business~~price ~~Combination~~of if$10.00 ~~the~~per ~~post-transaction company~~Unit, generating ~~owns~~total orgross ~~acquires~~proceeds ~~50% or more~~ of ~~the~~$50,000,000. ~~outstanding~~On ~~voting~~July ~~securities~~3, of2024, the ~~target~~underwriter ornotified ~~otherwise~~the ~~acquires~~Company aof ~~controlling~~its ~~interest~~exercise inof the ~~target sufficient for the post~~over-~~transaction company~~allotment ~~not~~option in full to bepurchase ~~required~~additional to750,000 ~~register~~Units as(the an“Option ~~investment~~Units”) ~~company~~of ~~under~~ the ~~Investment~~ Company ~~Act of 1940,~~ ~~as amended~~ (the “~~Investment~~Over-Allotment ~~Company Act~~Option”). As ~~The~~a ~~Company~~result, ~~does~~on ~~not~~July ~~believe~~8, ~~that~~2024, ~~its~~750,000 ~~anticipated~~Units ~~principal activities~~were ~~will~~sold ~~subject~~to the ~~Company~~underwriter toat ~~the~~an ~~Investment~~offering ~~Company~~price ~~Act~~of $10.00 ~~There~~per isOption noUnit ~~assurance~~(the ~~that~~“Option Units” and together with the ~~Company~~Units, ~~will~~collectively, bethe ~~able~~“Public toUnits”), ~~complete~~generating agross ~~Business Combination~~proceeds ~~successfully~~of $7,500,000.

~~Upon~~Simultaneously with the ~~closing~~consummation of the IPO~~, management has agreed~~ ~~that~~and atthe ~~least~~sale ~~$10.00~~of ~~per~~the ~~Public~~Units, ~~Unit~~the ~~sold~~Company inconsummated the ~~IPO~~private ~~would~~placement beof ~~held~~216,750 ~~into~~units a(the ~~U.S.-based trust~~“Initial ~~account~~Private ~~(“Trust~~Placement ~~Account~~Units”). ~~The~~to ~~funds held in~~ the ~~Trust~~Sponsor ~~Account~~at ~~will~~a beprice ~~invested~~of ~~only in U~~$10.~~S. government~~00 ~~treasury~~per ~~bills~~Initial ~~with~~Private aPlacement ~~maturity of 185 days or less~~Unit, or ingenerating ~~money~~total ~~market~~proceeds ~~funds meeting the applicable conditions~~ of ~~Rule 2a-7 promulgated~~$2,167,500, ~~under the Investment Company Act~~ which ~~invest solely~~is indescribed ~~direct U.S. government treasury or~~ in Note ~~an interest bearing or non-interest bearing demand deposit account~~4. ~~Except~~Simultaneously with ~~respect to divided and/or interest earned on~~ the ~~funds~~issuance ~~held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO~~ and ~~the~~ sale of the ~~Private~~Option Units, ~~that are deposited and held in~~ the ~~Trust~~Company ~~Account~~completed ~~will not~~a beprivate ~~released~~placement ~~from~~sale ~~the Trust Account until the earliest to occur~~ of ~~(i) the~~additional ~~completion of the Company’s initial Business Combination~~11,250 units (~~ii)~~ the ~~redemption~~“Additional ofPrivate ~~any~~Units” ~~public~~and ~~shares~~together ~~properly tendered in connection~~ with ~~a shareholder vote to amend~~ the ~~company’s amended~~Initial ~~and~~Private ~~restated~~Placement memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100% of our public shares if the Company does not complete the Company’s initial Business Combination by July 3Units, ~~2025 (or up to January 3~~collectively, ~~2026 if~~ the ~~Company extends the period of time to consummate a Business Combination two times, each by an additional three months) (the~~ “~~Combination Period~~Private Units”) ~~or (B) with respect~~ to ~~any~~the ~~other~~Sponsor ~~provision~~at ~~relating~~a topurchase ~~shareholders’~~price ~~rights or pre-Business Combination activity and (iii) the redemption~~ of ~~all~~$10.00 ofper ~~the~~Additional ~~Company’s~~Private ~~public shares if the company are unable to complete their initial Business Combination within Combination Period~~Unit, ~~subject~~generating togross ~~applicable~~proceeds ~~law. In no other circumstances will a public shareholder have any right or interest~~ of ~~any kind to or in the Trust Account~~$112,500.

~~The~~Transaction ~~Company~~costs ~~will~~amounted ~~provide~~to $1,600,914 consisting of $862,500 underwriting commissions which were paid in cash at the ~~holders~~closing date of ~~public~~the IPO and Over-allotment Option, $301,300 of the ~~shares~~Representative ~~with~~Shares (discussed in the ~~opportunity~~below), to$150,000 ~~redeem~~of ~~all~~underwriter orexpenses, aand ~~portion~~$287,114 of ~~their~~other ~~public~~offering ~~shares~~costs. ~~upon~~At the ~~completion~~closing date of the ~~Business~~IPO ~~Combination~~and ~~either~~Over-allotment ~~(i) in connection~~Option, ~~with~~cash aof ~~shareholder~~$827,216 ~~meeting~~was ~~called~~held tooutside ~~approve~~of the ~~Business~~Trust ~~Combination~~Account or (iias defined below) by ~~means~~and is available for the payment of aaccrued ~~tender~~offering ~~offer~~costs and for working capital purposes.

~~The~~In ~~Company~~conjunction ~~has~~with ~~determined~~the ~~not~~IPO, tothe ~~consummate~~Company ~~any~~issued ~~Business~~to ~~Combination unless~~ the ~~Company~~underwriter ~~has net tangible assets of at least $5~~200,000~~,001~~ ~~upon~~Class ~~such~~A ~~consummation~~ordinary inshares ~~order~~for tono ~~avoid~~consideration ~~being subject to Rule 419 promulgated under~~ (the ~~Securities~~“Representative ~~Act.~~Shares”) ~~However,~~with ~~if the Company seeks to consummate~~ an ~~initial~~estimated ~~Business Combination~~fair ~~with~~value ~~a target business that imposes any type~~ of ~~working~~$262,000. ~~capital~~In ~~closing~~connection ~~condition~~with orthe ~~requires~~issuance usand tosales ~~have a minimum amount~~ of ~~funds available from~~ the ~~Trust~~Option ~~Account upon consummation of such initial Business Combination~~Units, ~~its net tangible asset threshold may limit~~ the Company~~’s ability~~ toissued ~~consummate~~an ~~such~~additional ~~initial~~30,000 ~~Business~~Representative Shares ~~Combination~~with ~~(as~~an ~~the~~estimated ~~Company~~fair ~~may~~value beof ~~required~~$39,300 to ~~have a lesser number of shares redeemed) and may force~~ the ~~Company~~underwriter. toThe ~~seek~~fair ~~third~~value ~~party~~of ~~financing which may not be available on terms acceptable to~~ the ~~Company~~Representative orShares ataccounted ~~all.~~for Asas ~~a result,~~compensation ~~the~~under ~~Company~~Accounting ~~may~~Standards ~~not~~Codification be(“ASC”) ~~able~~718, to“Compensation ~~consummate~~– ~~such~~Stock anCompensation” ~~initial~~(“ASC ~~Business~~718”) is ~~Combination~~included ~~and~~in the ~~Company~~offering ~~may not be able to locate another suitable target within the applicable time period, if at all~~costs.

The Company will have until July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a perF-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its Public Rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional three months). 7

~~Pursuant~~The toCompany’s ~~the~~initial Business ~~terms~~Combination must occur with one or more target businesses that together have an aggregate fair market value of ~~the~~at ~~Company’s~~least ~~amended~~80% ~~and~~of ~~restated~~the ~~memorandum~~balance ~~and~~in ~~articles~~the ofTrust ~~association~~Account (as defined below), in(less ~~order~~any totaxes ~~extend~~payable on interest earned) at the time ~~available~~of ~~for~~execution of the ~~Company~~definitive agreement toin ~~consummate~~connection with its initial Business Combination. However, ~~its~~the ~~sponsor~~Company will only complete a Business Combination if the post-transaction company owns or ~~its~~acquires ~~affiliates~~50% or ~~designees,~~more ~~upon~~of ~~five days~~the ~~advance~~outstanding ~~notice~~voting ~~prior~~securities toof the ~~applicable~~target ~~deadline,~~or ~~must~~otherwise ~~deposit~~acquires a controlling interest in the target sufficient for the post-transaction company not to be required to register as an ~~aggregate~~investment ofcompany under ~~$575~~the Investment Company Act of 1940,~~000~~ as amended (~~$0.10~~the ~~per~~“Investment ~~public~~Company ~~share~~Act”),. onThe orCompany ~~prior~~does tonot believe that its anticipated principal activities will subject the ~~date~~Company ofto the ~~applicable~~Investment ~~deadline,~~Company ~~for~~Act. ~~each~~There ~~three-month extension~~is no assurance that the Company ~~(or~~will upbe able to ancomplete ~~aggregate~~a ofBusiness ~~$1,150,000~~Combination successfully.

FUpon the closing of the IPO, management has agreed that at least $10.00 per Public Unit sold in the IPO would be held into a U.S.-8based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury or in an interest bearing or non-interest bearing demand deposit account. Except with respect to divided and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100% of our public shares if the Company does not complete the Company’s initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination, each by an additional month) (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 Company’s public shares if the company are unable to complete their initial Business Combination within Combination Period, subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the Trust Account.

~~Going~~The ~~Concern~~Company ~~Consideration~~will provide the holders of public shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

AsThe ~~of September 30, 2024, the~~ Company ~~had~~has ~~$670,352~~determined ofnot ~~cash~~to ~~and~~consummate aany ~~working~~Business ~~capital~~Combination ofunless ~~$684,474.~~the ~~The~~ Company has ~~incurred~~net ~~and~~tangible ~~expects~~assets toof ~~continue~~at toleast ~~incur~~$5,000,001 ~~significant~~upon ~~costs~~such consummation in order ~~pursuit~~to ofavoid ~~its financing~~being ~~and~~subject ~~acquisition~~to ~~plans.~~Rule 419 Inpromulgated ~~addition,~~under the ~~Company~~Securities ~~initially~~Act. ~~has~~However, ~~until~~if ~~July~~the 3,Company ~~2025~~seeks to consummate ~~the~~an initial Business Combination ~~(assuming~~ nowith ~~extensions). If the Company does not complete~~ a ~~Business~~target ~~Combination~~business ~~within~~that ~~the~~imposes ~~Combination~~any ~~Period,~~type ~~the~~of ~~Company~~working ~~will~~capital ~~trigger an~~closing ~~automatic~~condition ~~winding~~or ~~up,~~requires ~~dissolution~~us ~~and liquidation pursuant~~ to ~~the~~have ~~terms~~a ofminimum amount ~~the Amended and Restated Memorandum and Articles~~ of ~~Association. Notwithstanding~~funds ~~management’s~~available ~~belief~~from ~~that~~ the ~~Company~~Trust ~~would~~Account ~~have~~upon ~~sufficient~~consummation ~~funds~~of tosuch ~~execute~~initial ~~its business strategy, there is a possibility that the~~ Business Combination, ~~might~~its ~~not~~net ~~happen~~tangible ~~within~~asset ~~the 12-month period from the issuance date of these financial statements. In~~threshold ~~connection~~may ~~with~~limit the Company’s ~~assessment~~ability ofto ~~going~~consummate ~~concern~~such ~~considerations~~initial inBusiness ~~accordance~~Combination ~~with Financial Accounting Standard Board’s Accounting Standards Update~~ (~~“ASU”)~~as ~~2014-15,~~the ~~“Disclosures~~Company ofmay ~~Uncertainties~~be ~~about~~required ~~an Entity’s Ability~~ to ~~Continue as~~have a ~~Going~~lesser number ~~Concern,”~~of ~~management~~shares ~~has~~redeemed) ~~determined~~and ~~that~~may force the ~~mandatory~~Company ~~liquidation,~~to ~~should~~seek athird ~~Business~~party ~~Combination~~financing ~~not~~which ~~occur,~~may ~~and~~not ~~potential subsequent~~be ~~dissolution,~~available ~~raise~~on ~~substantial~~terms ~~doubt~~acceptable ~~about~~ to the Company’s ~~ability~~or toat ~~continue~~all. asAs a ~~going concern. Therefore~~result, ~~management has determined that these conditions raise substantial doubt about~~ the Company’s ~~ability~~may tonot ~~continue~~be asable ato ~~going~~consummate ~~concern~~such ~~until~~an ~~the earlier~~initial ~~of the consummation of the~~ Business Combination orand the ~~date the~~ Company ~~is required to liquidate. The financial statements do~~may not ~~include~~be ~~any~~able ~~adjustments~~to ~~that~~locate ~~might~~another ~~result~~suitable ~~from~~target ~~the~~within ~~Company’s inability to consummate~~ the ~~initial~~applicable ~~Business~~time ~~Combination~~period, toif ~~continue as~~at ~~a going concern~~all.

~~Risks~~The Company currently has until January 3, 2026 (or up to July 3, 2026 if the Company extends the period of time to consummate a Business Combination) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and ~~Uncertainties~~(iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its Public Rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended).

AsOn aMarch ~~result~~20, of2025, the ~~military~~Company’s ~~action~~board ~~commenced~~of ~~in February 2022~~directors byaccepted the ~~Russian~~resignation ~~Federation and Belarus in the country~~ of ~~Ukraine~~Dr. ~~and~~M. ~~related~~Anthony ~~economic~~Wong, ~~sanctions as well as~~ the ~~impact of~~independent ~~armed conflict in Israel and the Gaza Strip commenced in October 2023~~director, ~~the~~resigning from ~~Company’s~~his ~~ability~~position toas ~~consummate~~ a ~~Business~~director ~~Combination, or the operations~~ of ~~a target business with which~~ the Company ~~ultimately consummates a Business Combination, may be materially and adversely affected~~. ~~In addition~~Concurrently, the Company’s, ~~ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted~~ by ~~these~~ordinary ~~events,~~resolutions ~~including as a result~~ of ~~increased~~its ~~market volatility~~directors, orappointed ~~decreased~~Mr. ~~market liquidity in~~Cameron ~~third-party financing~~Richard ~~being~~Johnson ~~unavailable~~as onthe ~~terms~~independent ~~acceptable~~director toof the Company orto atfill ~~all.~~the ~~The~~vacancy, ~~impact~~effective ofimmediately. ~~this~~Mr. ~~action~~Cameron ~~and~~Richard ~~related~~Johnson ~~sanctions~~was onalso ~~the~~appointed ~~world~~as ~~economy and~~ the ~~specific~~chairperson ~~impact~~of on the ~~Company’s~~Audit ~~financial~~Committee ~~position, results of operations~~ and~~/or~~ ~~ability to consummate~~ a ~~Business~~member ~~Combination~~of ~~are~~the ~~not~~Compensation ~~yet determinable~~Committee. ~~The~~We ~~financial~~entered ~~statements~~into doan ~~not~~Indemnity ~~include~~Agreement with ~~any~~Mr. ~~adjustments~~Johnson ~~that~~on ~~might~~March ~~result~~20, ~~from~~2025, ~~the outcome of this uncertainty~~accordingly.

~~Note 2 — Significant~~In ~~Accounting~~connection with the appointment of Mr. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March ~~Policies~~20, 2025 (the “Share Purchase Option”) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the “Founder Shares”) upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.

~~Basis~~On September 29, 2025, 17358750 Canada Inc., a company incorporated under the Canada Business Corporations Act and a wholly owned subsidiary of ~~Presentation~~Eureka, was formed in connection with a contemplated business combination (the “Amalgamation Sub”). Amalgamation Sub has no principal operations or revenue producing activities.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.F-8

~~Emerging~~Proposed ~~Growth~~Business ~~Company~~Combination ~~Status~~with Marine Thinking

~~The~~On ~~Company~~October is29, an2025, ~~“emerging~~the ~~growth~~Company ~~company,”~~entered into asa ~~defined~~business incombination ~~Section 2~~agreement (~~a) of~~as the ~~Securities~~same ~~Act of 1933,~~may asbe amended, ~~(the~~supplemented ~~“Securities~~or ~~Act”),~~otherwise as modified by ~~the~~from ~~Jumpstart~~time ~~Our~~to ~~Business Startups Act of 2012~~time, (the “~~JOBS Act~~BCA”), with ~~and~~Marine itThinking ~~may~~Inc. ~~take~~(“Marine ~~advantage~~Thinking”), ofan ~~certain~~autonomous ~~exemptions from~~ship ~~various~~and ~~reporting~~fleet ~~requirements~~solution ~~that~~providing ~~are~~company ~~applicable~~incorporated tounder the ~~other~~Canada ~~public~~Business ~~companies~~Corporations ~~that~~Act ~~are~~(“CBCA”), ~~not~~and ~~emerging~~17358750 ~~growth~~Canada ~~companies including~~Inc., ~~but not~~a ~~limited~~company ~~to,~~incorporated ~~not~~under ~~being required to comply with~~ the ~~auditor~~CBCA ~~attestation~~and ~~requirements~~a ~~of Section 404 of the Sarbanes~~wholly-~~Oxley Act,~~owned ~~reduced~~subsidiary ~~disclosure~~of ~~obligations~~Eureka ~~regarding~~(the ~~executive~~“Amalgamation ~~compensation~~Sub,” intogether ~~its~~with ~~periodic~~Eureka ~~reports~~ and ~~proxy~~Marine ~~statements~~Thinking, ~~and exemptions from~~ the ~~requirements~~ of“Parties, ~~holding a nonbinding advisory vote on executive compensation~~ “and ~~shareholder approval of any golden parachute payments~~each, ~~not~~a ~~previously approved~~“Party”).

~~Further,~~The ~~Section 102(b)(1) of~~BCA ~~the~~contemplates ~~JOBS~~that ~~Act~~the ~~exempts~~business ~~emerging~~combination ~~growth~~among ~~companies~~Eureka, ~~from~~Marine ~~being~~Thinking ~~required~~and toAmalgamation ~~comply~~Sub ~~with~~will ~~new~~be orcompleted ~~revised~~through ~~financial~~the ~~accounting~~following ~~standards~~series ~~until~~of ~~private companies~~transactions, (~~that~~i) ~~is,~~prior ~~those~~to ~~that~~the ~~have~~time ~~not~~when ~~had~~the aAmalgamation ~~Securities~~(as ~~Act~~defined ~~registration~~below) ~~statement~~becomes ~~declared~~ effective or(the do“Amalgamation ~~not~~Effective ~~have~~Time”), ~~a class of securities registered~~Eureka ~~under~~shall complete the ~~Exchange Act)~~deregistration ~~are~~as ~~required~~a toCayman ~~comply~~Islands ~~with~~exempted ~~the~~company ~~new~~in oraccordance ~~revised~~with ~~financial~~section ~~accounting~~206 ~~standards.~~of ~~The~~the ~~JOBS~~Companies Act ~~provides~~and, ~~that~~immediately aupon ~~company~~such ~~can~~deregistration, ~~elect~~the domestication to ~~opt~~Canada ~~out~~under of the ~~extended~~CBCA ~~transition~~(the ~~period~~“SPAC ~~and~~Continuance”). ~~comply~~Upon ~~with~~ the ~~requirements~~completion ~~that~~of ~~apply to non-emerging growth~~the ~~companies~~SPAC ~~but~~Continuance, ~~any~~the ~~such~~name anof ~~election~~Eureka toshall ~~opt~~be ~~out~~changed isfrom ~~irrevocable.~~“Eureka ~~The~~Acquisition ~~Company~~Corp” ~~has~~to ~~elected~~“Marine ~~not~~Thinking toHoldings ~~opt~~Inc.” or ~~out~~such ofother ~~such~~name ~~extended~~as ~~transition~~the ~~period which~~Parties ~~means~~may ~~that~~agree ~~when~~on; aand ~~standard~~(ii) isfollowing ~~issued~~the orSPAC ~~revised~~Continuance, and itin ~~has~~accordance ~~different~~with ~~application~~the ~~dates~~applicable ~~for~~provisions of ~~public~~the orBCA ~~private~~and ~~companies,~~in accordance with the ~~Company~~CBCA, as anat ~~emerging~~the ~~growth~~closing ~~company,~~of ~~can~~the ~~adopt~~transactions contemplated by the ~~new~~BCA or(the ~~revised~~“Closing”), ~~standard~~Marine Thinking atand the ~~time~~Amalgamation ~~private~~Sub ~~companies~~shall ~~adopt~~amalgamate ~~the~~and ~~new~~continue oras ~~revised~~one ~~standard. This~~company, ~~may~~being ~~make~~the aAmalco ~~comparison~~(“Amalco”), ofunder the ~~Company’s~~terms and ~~financial~~conditions ~~statements~~prescribed ~~with~~in ~~another~~the ~~public~~amalgamation ~~company~~agreement ~~which~~to isbe ~~neither~~signed anby ~~emerging~~Marine ~~growth company~~Thinking ~~nor~~and anAmalgamation ~~emerging~~Sub ~~growth~~and ~~company~~in ~~which~~accordance ~~has~~with ~~opted~~section 181 ~~out~~ of ~~using~~the CBCA (the ~~extended~~“Amalgamation”). ~~transition~~Following ~~period~~the ~~difficult~~Amalgamation orEffective ~~impossible~~Time, ~~because~~Amalco ~~of the~~will ~~potential~~become ~~differences~~a indirect ~~accounting~~wholly ~~standards~~owned subsidiary ~~used~~of Eureka.

~~Use~~Support ~~of Estimates~~Agreement

~~The~~Concurrently ~~preparation~~with ofthe ~~financial~~execution ~~statements~~of inthe ~~conformity~~BCA, the ~~with~~Sponsor, ~~U.S.~~Eureka ~~GAAP~~and ~~requires~~Marine ~~management~~Thinking tohave ~~make~~entered ~~estimates~~into ~~and~~a ~~assumptions~~support ~~that~~agreement ~~affect~~(the “Support Agreement”) pursuant to which, among other things, the ~~reported~~Sponsor ~~amounts~~agreed ofto ~~assets~~(i) ~~and~~vote, ~~liabilities~~or ~~and~~cause ~~disclosure of~~to ~~contingent~~be ~~assets~~voted ~~and~~or ~~liabilities~~consented at ~~the~~any ~~date~~meeting of the ~~financial~~shareholders ~~statements~~of ~~and~~Eureka, or in any action by written consent of the ~~reported~~shareholders, ~~amounts~~all of ~~expenses~~its ~~during~~SPAC ~~the~~Shares ~~reporting period.~~(as ~~Actual~~defined ~~results~~in ~~could~~the ~~differ~~BCA) ~~from~~which ~~those~~Eureka ~~estimates.~~the ~~Making~~Sponsor ~~estimates~~owns ~~requires~~of ~~management~~record or has the power to ~~exercise~~vote ~~significant~~as ~~judgment.~~of Itthe ~~is at~~record ~~least~~date ~~reasonably~~for ~~possible~~such ~~that~~meeting (the ~~estimate~~“Sponsor Shares”), (a) in favor of the ~~effect~~approval and adoption of athe ~~condition,~~BCA ~~situation~~and orthe ~~set~~Transactions ofcontemplated ~~circumstances~~thereby, ~~that~~and ~~existed~~any atother matter reasonably necessary to the ~~date~~ consummation of the ~~financial~~Business ~~statements~~Combination, and ~~which~~(b) ~~management~~against ~~considered~~the proposals in ~~formulating~~connection ~~its~~with ~~estimate,~~other ~~could~~alternative ~~change~~business incombinations other than the ~~near~~Business ~~term~~Combination ~~due~~with Marine Thinking; and (ii) not to ~~one~~transfer orany ~~more future~~Sponsor ~~confirming~~Shares ~~events~~until the Expiration Time (as defined in the Support Agreement).

~~F-9~~Voting Agreement

~~Cash~~Concurrent with the execution and ~~Cash~~delivery ~~Equivalents~~of the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”), have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking (“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement) (the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Eureka; and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement).

~~The~~Registration ~~Company~~Rights considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2024 and 2023, the Company had $670,352 and none in cash, respectively. The Company did not have any cash equivalents as of September 30, 2024 and 2023.Agreement

~~Concentration~~The BCA contemplates that, at the Closing, Eureka, the Sponsor, each of ~~Credit~~the ~~Risk~~Target Shareholders and certain other parties named therein will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement).

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. As of September 30, 2024 and 2023, the Company has not experienced losses on these accounts.F-9

~~Investment Held in Trust Account~~Lock-Up Agreements

The ~~Company’s~~BCA ~~portfolio~~contemplates that at the Closing, each of ~~investments~~the ~~held~~Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”), inpursuant to which (i) the ~~Trust~~Sponsor ~~Account~~agrees ison ~~comprised~~certain restrictions on transfer of ~~investments~~SPAC Class B Shares (as defined in ~~money~~the ~~market~~BCA) ~~funds~~held ~~that~~by ~~invest~~the Sponsor inimmediately ~~U.S.~~prior ~~government~~to ~~securities.~~the ~~These~~Closing; ~~securities~~and ~~are presented~~(ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares held by them immediately after the ~~balance~~Closing, ~~sheet~~including atany ~~fair~~shares ~~value~~issuable atupon the ~~end~~exercise of ~~each~~any ~~reporting~~rights, ~~period.~~options, ~~Earnings~~warrants onor other ~~investments~~securities to purchase any SPAC Shares held inby them immediately after the ~~Trust~~Closing, ~~Account~~or ~~are~~any rights, options, warrants or other securities ~~included~~convertible ininto ~~interest~~or ~~earned~~exercisable onor ~~investments~~exchangeable for any SPAC Shares held inby them immediately after the ~~Trust~~Closing. ~~Account~~The inlock-up period commences on the ~~accompanying~~Amalgamation ~~statements~~Effective Time and continues until the earlier of ~~operations.~~(i) ~~The~~three-hundred ~~estimated~~and ~~fair~~sixty-five (365) days after the Closing, or ~~value~~(ii) ofthe ~~investments~~date ~~held~~on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Eureka’s shareholders having the ~~Trust~~right ~~Account~~to isexchange ~~determined~~their ~~using~~SPAC ~~available~~Shares ~~market~~or ~~information~~other equity securities of Eureka for cash, securities or other property.

~~Offering Costs~~Option ~~associated~~Purchase ~~with Initial Public Offering~~Agreement

~~Offering costs~~On ~~were~~July $16,~~600~~ 2025,~~914~~ ~~consisting~~the ~~principally~~Sponsor and ofMarine ~~underwriting,~~Thinking ~~legal~~entered ~~and~~into ~~other~~an ~~expenses~~option ~~incurred~~purchase ~~through~~agreement ~~the~~(as ~~balance~~amended ~~sheet~~on ~~date~~September ~~that~~2, ~~were~~2025, the “Option Purchase Agreement”), ~~related~~pursuant to which the ~~IPO~~Sponsor ~~and~~agreed ~~were~~to ~~charged~~sell to ~~shareholders’~~Marine ~~equity~~Thinking, ~~upon~~and ~~the~~Marine ~~completion~~Thinking ofagreed ~~the~~to ~~IPO.~~purchase ~~The~~from ~~Company~~the ~~complies~~Sponsor, ~~with~~an ~~the~~option ~~requirements~~to ofpurchase ~~the~~583,333 ~~ASC~~SPAC ~~340-10-S99-1~~Shares ~~and~~held ~~SEC~~by ~~Staff~~the ~~Accounting~~Sponsor ~~Bulletin~~ (the “~~SAB~~Option Securities”) ~~Topic~~for 5Aan -aggregate ~~“Expenses~~purchase price of ~~Offering”~~$1,750,000. The ~~Company allocates~~aggregate ~~offering~~exercise ~~costs~~price ~~among~~of ~~public~~the ~~shares,~~option ~~Public~~itself ~~Rights~~is ~~and~~$1.00 ~~Private~~for ~~Units~~all ~~based~~of the Option Securities. The options are exercisable for the period commencing on the ~~relative~~expiration ~~fair~~or ~~values~~early release of ~~public~~applicable ~~shares,~~transfer ~~Public~~restrictions on the Option Securities (as provided in the ~~Rights~~letter ~~and~~agreement ~~Private~~dated ~~Units.~~July ~~Accordingly~~2, $12024 entered into by and among Eureka,~~554,984~~ ~~was~~the ~~allocated~~Sponsor toand ~~Public~~certain ~~Shares~~other parties in connection with the IPO) and ~~charged~~ending toon ~~temporary~~July ~~equity~~5, ~~and~~2026. On ~~$45~~September 23,~~930~~ ~~was~~2025, ~~allocated to~~Marine ~~Public~~Thinking ~~Rights~~entered into an option assignment agreement (the “Option Assignment Agreement”) and ~~Private~~assigned ~~Units~~its rights, interests and ~~charged~~obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders’ ~~equity~~of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking.

~~Class A~~Finder’s ~~ordinary shares subject to possible redemption~~Agreement

~~The~~On ~~Company~~April ~~accounts~~1, ~~for~~2025, ~~its~~Eureka ~~Class A~~entered ~~ordinary shares~~into ~~subject~~a tofinder’s agreement ~~possible redemption in accordance with~~ (the ~~guidance in ASC Topic 480,~~ “~~Distinguishing~~Finder’s ~~Liabilities from Equity~~Agreement” ~~(ASC 480~~). ~~Ordinary~~with ~~shares~~Alpha ~~subject~~Innovators toLimited, ~~mandatory redemption (if any) will be classified as~~ a ~~liability~~British ~~instrument~~Virgin ~~and~~Islands ~~will~~exempted becompany ~~measured at fair value. Conditionally redeemable ordinary shares~~ (~~including~~the ~~ordinary shares that feature redemption rights that are either within~~“Finder”), ~~the~~pursuant ~~control~~to ofwhich the ~~holder~~Finder oragreed ~~subject~~ to ~~redemption~~introduce ~~upon~~potential ~~the~~targets ~~occurrence~~to ~~of uncertain events not solely within the Company’s control) will be classified as temporary equity~~Eureka. AtIf ~~all~~Eureka ~~other~~consummates ~~times,~~a ~~ordinary~~business ~~shares~~combination ~~will~~with beone ~~classified as shareholders’ equity. In accordance~~or ~~with~~more ~~ASC 480-10-S99,~~targets ~~the~~introduced ~~Company~~by ~~classifies~~ the ~~Class A~~Finder ~~ordinary~~during ~~shares subject to redemption outside of permanent equity as~~ the ~~redemption~~term ~~provisions are not solely within the control~~ of the ~~Company.~~Finder’s ~~Given~~Agreement ~~that~~and ~~the~~a ~~5,750,000~~period ~~Class A ordinary shares sold as part~~ of ~~the~~twelve ~~Units in the IPO were issued with other freestanding instruments~~ (~~i.e., rights~~12), ~~the~~months ~~initial~~following ~~carrying value of Class A ordinary shares classified as temporary equity has been allocated to~~ the ~~proceeds determined in accordance with ASC 470-20. If it~~ istermination ~~probable~~of ~~that~~ the ~~equity~~Finder’s ~~instrument will become redeemable~~Agreement, ~~the~~then ~~Company~~Eureka ~~has~~shall ~~the~~issue ~~option~~ to ~~either (i) accrete changes in~~ the ~~redemption value~~Finder ~~over the period from the date of issuance (~~or ~~from~~its ~~the~~designated ~~date that it becomes probable that the instrument will become redeemable~~affiliates, if ~~later)~~upon to the ~~earliest~~completion ~~redemption date~~ of each ~~the~~business ~~instrument or~~ combination(iis) ~~recognize~~ ~~changes~~and ~~in the redemption value immediately~~ as ~~they occur~~complete and ~~adjust~~full ~~the~~compensation ~~carrying~~for ~~amount of~~ the ~~instrument~~Finder tounder ~~equal~~Finder’s ~~the~~Agreement, ~~redemption~~a ~~value~~number ~~at the end~~ of ~~each~~SPAC ~~reporting period. The Company~~Class ~~has~~A ~~elected~~Shares equal to ~~recognize~~ the ~~changes~~quotient inobtained ~~redemption~~by ~~value~~dividing as3% aof ~~charge against retained earnings or, in~~ the ~~absence~~Company ofValuation ~~retained earnings,~~ (as adefined ~~charge against additional paid-~~in~~-capital~~ ~~over~~the anBCA) ~~expected~~by ~~12-month period, which is~~ the ~~initial~~Redemption ~~period~~Price ~~that~~(as ~~the Company has~~defined toin ~~complete a~~the ~~Business Combination~~BCA).

~~Accordingly,~~June as2025 ofShareholder September 30, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet in the following table:Meeting

Gross proceeds from IPO	$	57,500,000
Less:
Proceeds allocated to Public Rights		(1,265,000	)
Allocation of offering costs related to redeemable shares		(1,554,984	)
Plus:
Accretion of carrying value to redemption value		1,249,259
Class A ordinary shares subject to possible redemption – September 30, 2024	$	55,929,275

On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

~~Net~~At ~~Income~~the Extraordinary General Meeting, the shareholders of the Company approved the proposal (~~Loss~~the “Charter Amendment Proposal”) ~~Per~~to ~~Ordinary~~amend ~~Share~~the Company’s Second Amended and Restated Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.

~~The~~In ~~Company complies~~connection with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the ~~two-class method of income~~Extraordinary ~~per~~General ~~share.~~Meeting, In2,819,767 Class ~~order~~A toOrdinary ~~determine~~Shares ~~the~~were ~~net~~rendered ~~income~~for ~~(loss) attributable to both the redeemable shares and non-redeemable shares~~redemption, ~~the Company first considered the undistributed income (loss) allocable to both the redeemable shares~~ and ~~non-redeemable~~approximately ~~shares~~$29 ~~and~~million ~~the~~was ~~undistributed income~~released ~~(loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss)~~from ~~ratably based on~~ the ~~weighted~~Trust ~~average~~Account ~~number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion~~ to ~~redemption~~pay ~~value~~such ofredeeming ~~the common shares subject to possible redemption was considered to be dividends paid to the public~~ shareholders.

F-10

~~The~~Trust calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the units is contingent upon the occurrence of future events. As of September 30, 2024 and 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.Amendment

~~The~~In ~~net~~connection ~~income~~with ~~(loss)~~the ~~per~~Extraordinary General ~~share~~Meeting, ~~presented~~the inCompany entered into an amendment to the ~~statement~~ oftrust ~~operations~~agreement isdated ~~based~~July on2, 2024 (the ~~following:~~ “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

	For the Year Ended September 30, 2024			For the Period from June 13, 2023 (inception) to September 30, 2023
Net income (loss)	$	255,721		$	(5,325	)
Accretion of Class A ordinary shares to redemption value		(1,249,259	)		—
Net loss including accretion of Class A ordinary shares to redemption value	$	(993,538	)	$	(5,325	)

The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust account of the Company (the “Trust Account”), and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for the Monthly Extension Fee. If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within the prescribed timeline.

	For the Year Ended September 30, 2024						For the Period from June 13, 2023 (inception) to September 30, 2023
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares		Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(469,643	)	$	(523,895	)	$	—	$	(5,325	)
Accretion of Class A ordinary shares subject to possible redemption to redemption value		1,249,259			—			—		—
Allocation of net income (loss)		779,616			(523,895	)		—		(5,325	)
Denominator:
Basic and diluted weighted average shares outstanding		1,387,978			1,548,308			—		1,250,000
Basic and diluted net income (loss) per ordinary share	$	0.56		$	(0.34	)	$	—	$	(0.00	)

Extensions and Extension Notes

~~Fair~~Pursuant ~~Value~~to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. If the Company is unable to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended), the Company will: (i) cease all operations except for the purpose of ~~Financial~~winding ~~Instruments~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended).

~~The~~As ~~fair~~of ~~value~~the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor. In connection with the Sponsor’s ~~assets~~payment ~~and liabilities~~of the Monthly Extension Fee, ~~which~~the ~~qualify~~Company issued asfive ~~financial~~unsecured ~~instruments~~promissory ~~under~~notes ~~FASB~~in ~~ASC 820~~the aggregate principal amount of $600,000 (the “~~Fair~~Extension ~~Value~~Notes”) ~~Measurements~~to the Sponsor. The Extension Notes bear no interest and ~~Disclosures,”~~are ~~approximates~~payable in full upon the earlier to occur of (i) the consummation of the a business combination or (ii) the ~~carrying~~date ~~amounts~~of ~~represented~~expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the ~~accompanying~~“Conversion ~~balance~~Units”) ~~sheet~~of the Company, ~~primarily~~each ~~due~~consisting of one Class A Ordinary Share and one right to ~~their~~receive ~~short~~one-~~term~~fifth ~~nature~~(1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.

~~The~~Going ~~Company~~Concern applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.Consideration

●As ~~Level~~of ~~1—Assets~~September 30, 2025, the Company had $51,431 of cash and ~~liabilities~~a ~~with~~working ~~unadjusted~~capital deficit of $625,273. ~~quoted~~The ~~prices~~Company ~~listed~~has onincurred ~~active~~and ~~market~~expects ~~exchanges~~to continue to incur significant costs in pursuit of its financing and acquisition plans. ~~Inputs~~The Company currently has no commitments to receive such financing and there is no assurance that the ~~fair~~Company’s ~~value~~plans ~~measurement~~to ~~are~~raise ~~observable~~capital ~~inputs~~will be successful. In addition, ~~such~~the asCompany ~~quoted~~has until ~~prices~~January 3, 2026 (or up to July 3, 2026 if fully extended) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in ~~active~~accordance ~~markets~~with ~~for~~Financial ~~identical~~Accounting ~~assets~~Standards Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or ~~liabilities~~the date the Company is required to liquidate. The audited consolidated financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

● Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.F-11

●Risks ~~Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions,~~ and ~~valuation techniques when little or no market data exists for the assets or liabilities.~~Uncertainties

~~F-11~~Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.

~~Income~~As ~~Taxes~~a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The audited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

~~The Company accounts for income taxes under ASC~~Note ~~740 Income Taxes (“ASC~~2 ~~740”). ASC~~— ~~740~~Significant ~~requires the recognition of deferred tax assets and liabilities for both the expected~~Accounting impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.Policies

~~ASC 740~~Basis also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.Presentation

The ~~Company~~accompanying ~~recognizes~~audited consolidated ~~accrued~~financial ~~interest~~statements ~~and~~are ~~penalties related~~presented toin ~~unrecognized~~conformity ~~tax~~with ~~benefits~~accounting asprinciples ~~income~~generally ~~tax~~accepted ~~expense.~~in ~~There~~the United States ~~were~~of noAmerica ~~unrecognized~~(“U.S. ~~tax~~GAAP”) ~~benefits~~ and nopursuant ~~amounts~~to ~~accrued~~the ~~for interest~~ rules and ~~penalties~~regulations as of ~~September~~the ~~30, 2024~~SEC. In ~~The~~the opinion ~~Company~~of ismanagement, ~~currently~~all ~~not~~adjustments ~~aware~~consisting of ~~any~~normal ~~issues~~recurring ~~under~~adjustments ~~review~~considered ~~that~~necessary ~~could~~for ~~result~~a infair ~~significant~~presentation of ~~payments,~~the ~~accruals~~financial orstatements, ~~material~~have ~~deviation~~been ~~from its position~~included.

~~There~~Principles ~~is currently no taxation imposed on income by the Government~~ of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.consolidation

~~Stock-based~~The ~~compensation~~audited consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.

~~The~~Emerging ~~Company~~Growth recognizes compensation costs resulting from the issuance of stock-based awards to directors as an expense in the financial statement over the requisite service period based on a measurement of fair value for each stock-based award. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the estimated stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company.Status

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~In August 2020~~Further, Section 102(b)(1) of the ~~Financial~~JOBS ~~Accounting~~Act ~~Standards~~exempts ~~Board~~emerging ~~(“FASB”)~~growth ~~issued~~companies ~~Accounting~~from ~~Standards~~being ~~Update~~required ~~(“ASU”) 2020-06, Debt — Debt~~ to comply with ~~Conversion~~new ~~and~~or ~~Other~~revised financial ~~Options~~accounting standards until private companies (~~Subtopic 470-20)~~that ~~and~~is, ~~Derivatives~~those ~~and~~that ~~Hedging — Contracts~~have innot ~~Entity’s~~had ~~Own~~a Securities Act registration statement ~~Equity~~declared ~~(Subtopic~~effective or do not have a class of securities registered under the Exchange ~~815-40~~Act) ~~(“ASU 2020-06”),~~ are required to ~~simplify~~comply ~~accounting~~with ~~for~~the ~~certain~~new or revised financial ~~instruments~~accounting standards. ~~ASU 2020-06 eliminates~~The ~~the~~JOBS ~~current~~Act ~~models~~provides that ~~require~~a ~~separation~~company ofcan ~~beneficial~~elect ~~conversion~~to ~~and~~opt ~~cash~~out ~~conversion~~of ~~features~~the ~~from~~extended ~~convertible instruments~~transition period and ~~simplifies~~comply with the ~~derivative~~requirements ~~scope~~that ~~exception~~apply ~~guidance pertaining~~ to ~~equity~~non-emerging growth ~~classification~~companies ofbut ~~contracts~~any insuch an ~~entity’s~~election ~~own~~to ~~equity.~~opt out is irrevocable. The ~~new~~Company ~~standard~~has ~~also~~elected ~~introduces~~not ~~additional~~to ~~disclosures~~opt ~~for~~out ~~convertible~~of ~~debt~~such ~~and~~extended ~~free-standing~~transition ~~instruments~~period which means that ~~are~~when ~~indexed~~a tostandard ~~and~~is ~~settled~~issued or inrevised anand ~~entity’s~~it ~~own~~has ~~equity.~~different ~~ASU 2020-06 amends~~application ~~the~~dates ~~diluted~~for ~~earnings~~public ~~per~~or ~~share~~private ~~guidance~~companies, ~~including~~ the ~~requirement~~Company, toas ~~use~~an emerging growth company, can adopt the ~~if-converted~~new ~~method~~or ~~for~~revised ~~all~~standard ~~convertible~~at ~~instruments.~~the ~~ASU 2020-06~~time isprivate ~~effective~~companies ~~January 1,~~adopt ~~2024~~the ~~and~~new ~~should~~or berevised ~~applied~~standard. onThis may make a comparison of the ~~full~~Company’s oraudited ~~modified~~consolidated ~~retrospective~~financial ~~basis,~~statements with ~~early~~another ~~adoption~~public ~~permitted~~company ~~beginning~~which onis ~~January 1,~~neither ~~2021.~~an ~~The~~emerging ~~Company~~growth ~~adopted ASU 2020-06~~company asnor ofan ~~the~~emerging ~~inception~~growth ofcompany ~~the~~which ~~Company.~~has ~~Adoption~~opted out of using the ~~ASU~~extended ~~did~~transition ~~not~~period ~~impact~~difficult ~~the~~or ~~Company’s~~impossible ~~financial~~because ~~position,~~of ~~results~~the potential ofdifferences ~~operations~~in ~~or cash~~accounting ~~flows~~standards used.

InUse ~~November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure~~ of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of adopting ASU 2023-07.Estimates

InThe ~~December~~preparation ~~2023,~~of consolidated ~~the~~financial ~~FASB~~statements ~~issued~~in ~~ASU~~conformity ~~2023-09, Income taxes (Topic~~with ~~740):~~U.S. ~~Improvements~~GAAP torequires ~~Income~~management ~~Tax~~to ~~Disclosure~~make ~~(“ASU~~estimates ~~2023-09”),~~and ~~which~~assumptions ~~enhances~~that affect the reported ~~transparency~~amounts of assets and ~~usefulness~~liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~income~~expenses ~~tax~~during ~~disclosures~~the reporting period. ~~ASU~~Actual ~~2023-09~~results ~~will~~could bediffer ~~effective~~from ~~for~~those ~~fiscal~~estimates. Making ~~years~~estimates ~~beginning~~requires ~~after~~management ~~December~~to ~~15,~~exercise ~~2024~~significant judgment. ~~Early~~It ~~adoption~~ is ~~permitted for~~at ~~annual~~least ~~financial~~reasonably ~~statements~~possible that ~~have~~the ~~not~~estimate ~~yet~~of ~~been~~the effect ~~issued~~of ora ~~made~~condition, ~~available~~situation ~~for~~or ~~issuance.~~set ~~The~~of ~~Company~~circumstances isthat ~~currently~~existed ~~evaluating~~at the ~~impact~~ date of ~~adopting~~the ~~ASU~~consolidated ~~2023-09~~financial onstatements, which management considered in formulating its ~~financial~~estimate, ~~statements~~could change in the near term due to one or more future confirming events.

~~Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.~~F-12

~~Note 3 — Initial~~Cash ~~Public Offering~~and Cash Equivalents

OnThe ~~July 3, 2024, the~~ Company ~~sold~~considers ~~5,000,000~~all ~~Units, at a price of $10.00~~short-term investments ~~per~~with ~~Unit.~~an ~~Each~~original ~~Unit~~maturity ~~consists~~ of ~~one~~three months ~~Class~~or Aless ~~ordinary~~when ~~share,~~purchased ~~par value $0.0001 per share and one right (the “Public Right”). Each Public Right entitles the holder~~ to ~~purchase~~be ~~one-fifth~~cash ~~(1/5) of one Class A ordinary share upon the consummation of the Company’s initial Business Combination~~equivalents. ~~The~~ ~~Company will not issue fractional shares.~~ As ~~a result, the holder must hold Public Rights in multiples~~ of ~~five~~September ~~(5) in order to receive shares for all of their Public Rights upon closing of a Business Combination. The Company also granted the underwriters a 45-day option to purchase up to an additional 750~~30,~~000 units~~ to2025 ~~cover~~and ~~over-allotments, if any. On July 3,~~ 2024, the ~~underwriter notified~~ ~~the~~ Company had of$51,431 ~~its~~and ~~exercise~~$670,352 ~~of Over-Allotment Option~~ in ~~full to purchase an additional 750~~cash,~~000 Option~~ ~~Units of the Company. On July 8~~respectively, ~~2024,~~and ~~750,000~~none ~~Option~~in ~~Units~~cash ~~were~~equivalents ~~sold~~for toboth ~~the underwriters at an offering price of $10~~periods.~~00 per Option Unit, generating gross proceeds of $7,500,000.~~

~~F-12~~Concentration of Credit Risk

~~Note 4 — Private~~Financial ~~Placement~~instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. As of September 30, 2025 and 2024, the Company has not experienced losses on these accounts.

~~Simultaneously~~Investment ~~with~~Held the closing of the IPO, the Sponsor purchased an aggregate of 216,750 Initial Private Placement Units at a price of $10.00 per Initial Private Placement Units for an aggregate purchase price of $2,167,500. Each Initial Private Placement Unit was identical to the Public Units sold in ~~the~~Trust IPO, except as described below. Simultaneously with the closing of the Option Units on July 8, 2024, the Company consummated the sale of additional 11,250 Additional Private Placement Units to the Sponsor at a price of $10.00 per Additional Private Placement Unit, generating total proceeds of $112,500. Account

~~There~~The ~~will~~Company’s beportfolio noof ~~redemption~~investments ~~rights~~held orin ~~liquidating distributions from~~ the Trust Account is ~~with~~comprised ~~respect~~of toinvestments in money market funds that invest in U.S. government securities. These securities are presented on the ~~Founder~~balance sheet ~~Shares~~at ~~(as~~fair ~~defined~~value ~~below),~~at the ~~Class~~end Aof ~~ordinary~~each ~~shares~~reporting ~~included~~period. Earnings on investments held in the Trust Account are included in interest earned ~~Private~~on ~~Units~~investments (held in the ~~“Private~~Trust ~~Shares”)~~Account orin ~~private~~the ~~placement~~accompanying ~~rights~~statements of operations. The ~~rights~~estimated ~~will~~fair ~~expire~~value ~~worthless~~of ifinvestments held in the ~~Company~~Trust ~~does~~Account ~~not consummate~~is adetermined ~~Business~~using ~~Combination by~~available ~~July~~market 3information. Upon maturity of these U.S. government securities on December 12, 2024, ~~2025~~the ~~(or~~Company upinvested tothe ~~January~~proceeds 3into an interest-bearing demand deposit account, ~~2026~~which ifcomprised of the ~~Company~~entire ~~extends~~balance of the Trust ~~period~~Account as of ~~time~~September to30, ~~consummate~~2025, generating $2,230,500 in interest income during the year ended September 30, 2025. For the year aended ~~Business~~September ~~Combination~~30, up2024, tothe ~~two~~Company ~~times~~earned $609,787 ~~each~~in byinterest anincome, ~~additional~~which ~~three months)~~included earnings on the U.S. government treasury bills through their maturity date.

~~Each~~Offering ~~Private~~Costs ~~Unit~~associated ~~are~~with ~~identical~~Initial ~~to the~~ Public Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates or family members of any of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (f) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting and liquidation distributions). Offering

~~Note 5 — Related~~Offering ~~Party~~costs ~~Transactions~~were $1,600,914 consisting principally of underwriting, legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. The Company allocates offering costs among public shares, Public Rights and Private Units based on the relative fair values of public shares, Public Rights and Private Units. Accordingly, $1,554,984 was allocated to Public Shares and charged to temporary equity, and $45,930 was allocated to Public Rights and Private Units and charged to shareholders’ equity.

~~Founder~~Class A ~~Shares~~ordinary shares subject to possible redemption

OnThe ~~July~~Company accounts for its Class 4,A ~~2023~~ordinary shares ~~and~~subject ~~September~~to possible redemption in accordance with the guidance in ASC Topic 29480, ~~2023,~~“Distinguishing Liabilities from Equity” ~~the~~(ASC 480). ~~Sponsor~~Ordinary ~~acquired~~shares ~~100~~subject to mandatory redemption (if any) will be classified as a liability instrument and ~~1,437,400~~will ~~Class B~~be measured at fair value. Conditionally redeemable ordinary ~~share~~shares (including ordinary shares that feature redemption rights that are either within the ~~“Founder~~control ~~Shares”~~of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ~~respectively~~ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, ~~for~~the anCompany ~~aggregate~~classifies the Class A ordinary shares subject to redemption outside of permanent equity as ~~purchase~~the ~~price~~redemption provisions are not solely within the control of ~~$25~~the Company. Given that the 5,~~000~~750,000 orClass A ~~approximately~~ordinary ~~$0.02~~shares ~~per~~sold as ~~share.~~part As of ~~September~~the ~~30,~~Units ~~2024,~~in ~~there~~the IPO were 1issued with other freestanding instruments (i.e.,~~437~~ rights),~~500~~ ~~Founder~~the ~~Shares~~initial ~~issued~~carrying ~~and~~value of Class A ~~outstanding,~~ordinary ~~among~~shares ~~which,~~classified upas temporary equity has been allocated to ~~187~~the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable,~~500~~ ~~Founder~~the ~~Shares~~Company ~~were~~has ~~subject~~the option to ~~forfeiture~~either if(i) accrete changes in the ~~underwriters’~~redemption value over~~-allotment~~ ~~was~~the ~~not~~period ~~exercised.~~from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) Onrecognize changes in the redemption value immediately as they ~~July~~occur 8,and ~~2024,~~adjust the ~~underwriters~~carrying ~~exercised~~amount ~~their~~of ~~Over-Allotment~~the ~~Option~~instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in ~~full,~~redemption ~~hence,~~value ~~all~~as ~~187~~a charge against retained earnings or,~~500~~ ~~Founder~~in ~~Shares~~the ~~were~~absence noof ~~longer~~retained ~~subject~~earnings, toas ~~forfeiture.~~a ~~All~~charge ~~shares~~against ~~and~~additional ~~associated~~paid-in-capital ~~amounts~~over ~~have~~an ~~been~~expected ~~retroactively~~12-month ~~restated~~period, which tois ~~reflect~~the initial period that the ~~new~~Company ~~issuance~~has to complete a Business Combination.

The Founder Shares are identical to the Class A ordinary shares included in the Public Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to its initial Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (iii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to the Founder Shares, Private Shares and public shares in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by July 3, 2025 (or up to January 3, 2026 if the Company extends the period of time to consummate a Business Combination up to two times, each by an additional three months), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the Founder Shares and Private Shares are subject to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, the Sponsor, and its officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and the Private Shares held by them and any public shares purchased during or after the IPO in favor of its initial Business Combination.F-13

~~The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis~~Accordingly, ~~subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment~~ as ~~provided herein and in its amended and restated memorandum and articles~~ of ~~association. In the case that additional Class A ordinary shares,~~September ~~or equity-linked securities~~30, ~~are~~2025 ~~issued or deemed issued in excess of the amounts sold in the IPO~~ and ~~related to the closing of the Business Combination~~2024, ~~the ratio at which~~ Class B ~~ordinary shares shall convert into Class~~ A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of the IPO (excluding the Private Shares and the Representative Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to its sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to ~~adjustment~~possible asredemption ~~provided~~are ~~above,~~presented at ~~any~~redemption ~~time.~~value ~~The~~as ~~term~~temporary “equity~~-linked securities” refers to any debt or equity securities that are convertible~~, ~~exercisable or exchangeable for its Class A ordinary shares issued~~outside inof apermanent ~~financing~~shareholders’ ~~transaction in connection with its initial Business Combination, including but not limited to a private placement of~~ equity or ~~debt.~~on ~~Securities could be “deemed issued” for purposes of~~ the ~~conversion~~Company’s ~~adjustment~~balance ifsheet ~~such~~in ~~shares are issuable upon~~ the ~~conversion~~ orfollowing ~~exercise of convertible securities, warrants or similar securities.~~ table:

F-13

	Shares			Amount
Gross proceeds from IPO		5,750,000		$	57,500,000
Less:
Proceeds allocated to Public Rights		—			(1,265,000	)
Allocation of offering costs related to redeemable shares		—			(1,554,984	)
Plus:
Accretion of carrying value to redemption value		—			639,472
Subsequent measurement of ordinary shares to redemption value		—			609,787
Class A ordinary shares subject to possible redemption – September 30, 2024		5,750,000			55,929,275
Plus:
Accretion of carrying value to redemption value		—			2,180,512
Remeasurement of carrying value to redemption value		—			2,230,500
Less:
Public shareholder redemptions		(2,819,767	)		(29,451,965	)
Extension fees		—			450,000
Class A ordinary shares subject to possible redemption – September 30, 2025		2,930,233		$	31,338,322

~~With~~Net ~~certain~~Income ~~limited exceptions, the Founder Shares are not transferable, assignable or saleable~~ (~~except to the permitted transferees, each of whom will be subject to the same transfer restrictions~~Loss) ~~until~~ ~~the~~Per ~~earlier~~Ordinary of (1) six months after the completion of its initial Business Combination and (2) the date on which the Company consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after its initial Business Combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Company’s initial Business Combination, 50% of the Founder shares will be released from the lock-up.Share

~~Promissory~~The ~~Note — Related~~Company ~~Party~~complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The consolidated statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

OnThe ~~September 30,~~calculation ~~2023,~~of ~~the Sponsor agreed~~diluted toincome ~~loan~~per ~~the~~ordinary ~~Company~~share updoes tonot ~~$500,000~~consider (the ~~“Promissory~~effect ~~Note”)~~of tothe berights ~~used~~issued ~~for~~in aconnection ~~portion~~with of the ~~expenses of the~~ IPO. ~~This loan is non-interest bearing, unsecured~~ and ~~is due at~~ the ~~earlier~~Private ofUnits ~~(1)~~ since the exercise ~~closing~~ of the ~~IPO~~units oris ~~(2) the~~contingent ~~date~~upon ~~on which~~ the ~~Company determines~~occurrence ~~not~~of tofuture ~~conduct~~events. anAs ~~initial public offering~~ of ~~its~~September ~~securities~~30, ~~unless~~2025 ~~accelerated~~and ~~upon~~2024, the ~~occurrence~~Company ofdid annot ~~Event~~have any ofdilutive ~~Default. The~~securities ~~outstanding~~or ~~loan~~other ~~balance~~contracts ofthat ~~$481~~could,~~511~~ ~~was~~potentially, ~~repaid~~be ~~upon~~exercised ~~the~~or ~~closing~~converted ofinto ~~the~~ordinary ~~IPO~~shares ~~out~~that ofthen share in the ~~offering~~earnings ~~proceeds~~of ~~not held in~~ the ~~Trust~~Company. As ~~Account on~~a ~~July 3~~result, ~~2024.~~diluted ~~There~~net ~~was~~income $0(loss) ~~and~~per ~~$104,011~~ordinary ~~outstanding~~share ~~under~~is the ~~Promissory~~same ~~Note~~ as ofbasic ~~September~~net ~~30,~~income ~~2024~~(loss) ~~and~~per ordinary ~~2023,~~share ~~respectively~~for the periods presented.

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

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Private Units.

	For the Year Ended September 30, 2025			For the Year Ended September 30, 2024
Net income	$	1,370,753		$	255,721
Accretion of Class A ordinary shares to redemption value		(4,411,012	)		(1,249,259	)
Net loss including accretion of Class A ordinary shares to redemption value	$	(3,040,259	)	$	(993,538	)

~~As of September 30, 2024 and September 30, 2023, the Company had no borrowings under the Working Capital Loans.~~F-14

Administrative Support Services

	For the Year Ended September 30, 2025						For the Year Ended September 30, 2024
	Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares			Redeemable Class A Ordinary Shares			Non-redeemable Class A and Class B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net loss	$	(2,209,256	)	$	(831,003	)	$	(469,643	)	$	(523,895	)
Accretion of Class A ordinary shares subject to possible redemption to redemption value		4,411,012			—			1,249,259			—
Allocation of net income (loss)		2,201,756			(831,003	)		779,616			(523,895	)

Denominator:
Basic and diluted weighted average shares outstanding		5,039,264			1,895,500			1,387,978			1,548,308
Basic and diluted net income (loss) per ordinary share	$	0.44		$	(0.44	)	$	0.56		$	(0.34	)

~~Commencing~~Fair onValue ~~the effective date~~ of ~~the~~Financial registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 for the year ended September 30, 2024, of which $10,000 was included in the amount due to a related party.Instruments

~~Note~~The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC ~~6 — Commitments~~ 820, “Fair Value Measurements and Disclosures,” ~~Contingencies~~approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

~~Registration~~The ~~Rights~~Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~The~~● ~~holders~~Level of1—Assets ~~Founder Shares, Representative Shares, Private Units,~~ and ~~units~~liabilities ~~that~~with ~~may be issued on conversion of Working Capital Loans (and in each case holders of their component securities~~unadjusted, asquoted ~~applicable)~~prices ~~are~~listed ~~entitled to registration rights pursuant to a registration rights agreement~~ on ~~July~~active 2,market ~~2024 requiring the Company to register such securities for resale~~exchanges. ~~The~~Inputs ~~holders of these securities are entitled~~ to ~~make up to three demands, excluding short form demands, that~~ the ~~Company~~fair ~~registers~~value ~~such~~measurement ~~securities.~~are Inobservable ~~addition~~inputs, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to its completion of its initial Business Combination and rights to require the Company to register for resale such ~~securities~~as ~~pursuant~~quoted toprices ~~Rule 415 under the Securities Act. The Company will bear the expenses incurred~~ in ~~connection~~active ~~with~~markets ~~the~~for ~~filing~~identical ofassets ~~any~~or ~~such registration statements~~liabilities.

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

~~The~~● ~~Company~~Level ~~had~~3—Inputs ~~granted~~to the ~~underwriter~~fair avalue ~~45-day option~~measurement ~~from~~are ~~the~~unobservable ~~date~~inputs, ofsuch ~~IPO~~as toestimates, ~~purchase up to an additional 750~~assumptions,~~000 Option~~ ~~Units~~and tovaluation ~~cover~~techniques ~~over-allotments,~~when iflittle ~~any. On~~or ~~July~~no ~~8, 2024,~~market ~~the~~data ~~underwriters~~exists ~~exercised~~for the ~~Over-Allotment~~assets ~~Option~~or ~~in full~~liabilities.

~~The~~Income underwriter was entitled to a cash underwriting discount of $0.15 per unit, or $750,000 (or up to $862,500 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters was entitled to acquire the Company’s 200,000 Class A ordinary shares (or up to 230,000 shares of Class A ordinary shares if the underwriters’ over-allotment is exercised in full) that were registered in the IPO and were paid at the closing of the IPO as the Representative Shares. In addition, the underwriter has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of its initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. In connection with the IPO, the Company issued 200,000 Representative Shares to the underwriter with a fair value of $262,000. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to the underwriter with a fair value of $39,300.Taxes

~~F-14~~The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

~~Note 7 — Shareholders’ Equity~~F-15

~~Preference Share~~ASC ~~— The~~740 also clarifies ~~Company~~the isaccounting ~~authorized~~for touncertainty ~~issue~~in ~~10,000,000 shares~~income oftaxes ~~preference~~recognized ~~share,~~in ~~$0.0001~~an ~~par~~enterprise’s ~~value,~~financial ~~with~~statements ~~such~~and ~~designations,~~prescribes ~~voting~~a recognition threshold and ~~other rights~~measurement process for financial statement recognition and ~~preferences~~measurement asof ~~may~~a tax position taken or expected to be ~~determined~~taken in ~~from~~a ~~time~~tax return. For those benefits to ~~time~~be byrecognized, ~~the~~a ~~Company’s~~tax ~~board~~position ofmust ~~directors~~be more-likely-than-not to be sustained upon examination by taxing authorities. AsASC 740 ofalso ~~September~~provides 30guidance on derecognition, ~~2024~~classification, interest and penalties, accounting in interim ~~2023~~period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there ~~were~~are no ~~preference~~significant ~~shares~~uncertain tax ~~issued~~positions orrequiring ~~outstanding~~recognition in the Company’s financial statements.

~~Class A~~The ~~Ordinary~~Company ~~Share — The~~recognizes accrued ~~Company~~interest isand ~~authorized~~penalties related to ~~issue~~unrecognized ~~390,000,000~~tax ~~Class A~~benefits ~~ordinary~~as ~~shares~~income ~~with~~tax $0expense.~~0001~~ ~~par value.~~ There were ~~458,000~~no ~~Class~~unrecognized Atax ~~ordinary~~benefits ~~shares~~and no amounts ~~issued~~accrued orfor ~~outstanding~~interest ~~(excluding~~and ~~5,750,000~~penalties ~~Class~~as Aof ~~ordinary~~September ~~shares~~30, ~~subject~~2025. toThe ~~possible~~Company ~~redemption)~~is ascurrently not aware of ~~September~~any ~~30,~~issues ~~2024.~~under ~~There~~review ~~were~~that could noresult ~~Class~~in Asignificant ~~ordinary~~payments, ~~shares~~accruals ~~issued~~ or ~~outstanding~~material asdeviation offrom ~~September~~its ~~30, 2023~~position.

~~Class B~~There ~~Ordinary Share — The Company~~ is ~~authorized~~currently tono ~~issue~~taxation ~~100,000,000~~imposed ~~Class B~~on ~~ordinary~~income by ~~shares~~the ~~with~~Government ~~$0.0001~~of ~~par~~the Cayman ~~value~~Islands. In ~~July 2023~~accordance ~~and September~~with ~~2023, the~~Cayman ~~Company issued an aggregate of~~Islands ~~1,437,500~~federal ~~Founder~~income ~~Shares~~tax ~~to the Sponsor for an aggregate purchase price of $25~~regulations,~~000,~~ orincome ~~approximately~~taxes ~~$0.02 per~~are ~~share,~~not oflevied ~~which~~on anthe ~~aggregate~~Company. ~~of up to 187~~Consequently,~~500 shares~~ ~~were~~income ~~subject~~taxes toare ~~forfeiture for no consideration to the extent that the underwriter’s over-allotment option was~~ not ~~exercised~~reflected in ~~full or in part, so that~~ the ~~initial shareholder would collectively own 20% of the~~ Company’s ~~issued~~financial ~~and outstanding ordinary shares after the IPO (assuming they do not purchase any Units in the IPO and excluding the Class A ordinary shares underlying the Placement Units)~~statements. As a result of the underwriters’ exercise of their over-allotment option in full on July 8, 2024, all 187,500 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2024 and 2023, there were 1,437,500 Class B ordinary shares issued and outstanding,

~~Prior~~Stock-based to the initial Business Combination, only holders of Class B ordinary shares will have the right to vote in the election of directors. Holders of its Class A ordinary shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and restate

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