UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2024~~2025

orOr

☐ 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: 001-42386

CHARLTON ARIA ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands		NA
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

221 W 9th St, #848 Wilmington, Delaware		19801
(Address of principal executive offices)		(Zip Code)

909-214-2482

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol	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-eighth of one Class A ordinary share	CHARU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	CHAR	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-eighth of one Class A ordinary share	CHARR	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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the Registrant 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 Act). Yes ☒ No ☐

As of ~~March~~May 2426, ~~2025~~2026, there were 8,~~840~~546,~~000~~454 of ~~the~~ the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,125,000 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Cautionary Note Regarding Forward-Looking Statements		ii
Item 1.	Business.	1
Item 1A.	Risk Factors.	910
Item 1B.	Unresolved Staff Comments.	910
Item 1C.	Cybersecurity.	910
Item 2.	Properties.	910
Item 3.	Legal Proceedings.	910
Item 4.	Mine Safety Disclosures.	1011
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	1112
Item 6.	[Reserved]	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1617
Item 8.	Financial Statements and Supplementary Data.	1617
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	1617
Item 9A.	Controls and Procedures.	17
Item 9B.	Other Information.	18
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	18
Item 10.	Directors, Executive Officers and Corporate Governance.	19
Item 11.	Executive Compensation.	2423
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	2524
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2726
Item 14.	Principal Accountant Fees and Services.	2927
Item 15.	Exhibit and Financial Statement Schedules.	3028
Item 16.	Form 10-K Summary.	3028

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. 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,” “intends,” “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 report may include, for example, statements about:

●

our ability to complete an initial business combination;

●

our expectations around the performance of 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;

●

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 or available to us from interest income on the trust account balance;

●

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

●

our financial performance following our initial public offering.

The forward-looking statements contained in this report 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 the heading “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

References in this report to “we,” “our,” “us” or the “Company” refer to Charlton Aria Acquisition Corporation. References to our “management” or our “management team” refer to our current officers and directors, and references to the “sponsor” refer to ST Sponsor II Limited. References to “founder shares” are to shares of our Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering, and the shares of our Class A ordinary shares issued upon the conversion thereof as provided herein, and references to “insiders” are to holders of our founder shares prior to our initial public offering and any transferees of such founder shares.

Item 1. Business.

General

We are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities, which we refer to throughout this report as our “initial business combination”. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

On October 25, 2024, the Company consummated its initial public offering (the “IPO”) of 7,500,000 units (“Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right (“rights”) to receive of one-eighth 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 $75,000,000.

The Company also issued to the Clear Street LLC, the representative (the “Representative”) of the underwriters (the “underwriters”) of the IPO, 75,000 Class A ordinary shares as part of the underwriting compensation (the “Representative Shares”) on the ~~closing~~ closing of the IPO. The Representative Shares are identical to the Class A ordinary shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such representative shares, or subject such Representative Shares to hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior ~~consent~~ consent of the Company until the completion of the initial business combination of the Company. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account ~~with~~ with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Second Amended and Restated Memorandum and Articles of Association.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 240,000 units (the “Private Placement Units”) to the sponsor, at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,400,000.

Upon the closing of the IPO, management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”), with Continental Stock Transfer & Trust Company acting as trustee. 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. 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 Placement 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 memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s public shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined below), provided that the sponsor and/or designees must deposit into the trust account for each three months extension, an amount equal to 0.10 per Unit, on or prior to the date of the applicable deadline, or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of public shares if the Company is unable to complete their initial business combination by the Combination Deadline, 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. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

In connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.

In connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO.

Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. Since our IPO, our sole business activity has been identifying and evaluating suitable target businesses. 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.

Initial Business Combination

Nasdaq rules require that we must complete one or more initial business combinations with a total aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the interest income earned on the trust account) at the time of our signing of a definitive agreement in connection with our initial business combination. We refer to this as the 80% of net assets test. If our board of directors determines that it is not able to independently determine the fair market value of the target business or businesses, we may obtain an opinion from an independent investment banking firm or an independent ~~valuation~~ valuation or appraisal firm, with respect to the satisfaction of such criteria. In addition, pursuant to Nasdaq rules, any initial business ~~combination~~ combination must be approved by a majority of our independent directors.

We currently intend to structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, 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, but we will only complete such initial 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 business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

~~Business Strategy~~Recent ~~and Acquisition Criteria~~Development

~~Our management~~Change ~~team intends to focus on creating shareholder value by leveraging its experience~~ in ~~the~~Control ~~management and operation~~ of businesses to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are essential 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 consider it appropriate to do so:Sponsor

●On ~~Strong~~May ~~Management~~13, ~~Team~~2025, Sunny Tan Kah Wei, the sole shareholder of our sponsor closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor Sale SPA”), dated as of May 12, 2025, with Sovereign Global Trust LLC, a Delaware limited liability company (“Buyer”).

~~We will~~Pursuant ~~seek~~ to ~~acquire~~the ~~those~~Sponsor ~~businesses~~Sale ~~with~~SPA, ~~reasoned~~Mr. ~~and~~Wei ~~strong~~sold all ~~managements~~of ~~having~~his shares in the sponsor, representing a ~~track~~100% ~~record~~interest oftherein, ~~driving~~to ~~growth~~Buyer, and ~~profitability; or~~Buyer ~~having~~became ~~proposition~~the sole shareholder of ~~the~~our ~~businesses~~sponsor. The ~~that~~purchase ~~may~~price ~~likely~~was be$4,000,000 ~~well~~consisting ~~received~~of funds held by ~~public~~Buyer ~~investors~~for investment purposes, paid in cash at closing, plus customary transaction costs. This transaction is referred to below as the “Sponsor Transaction.”

●Buyer’s ~~Niche~~sole ~~Deal~~member ~~Size~~and sole manager is Valley Point Limited, a British Virgin Islands corporation (“Valley Point”). Accordingly, Valley Point is now the sole shareholder of the sponsor and as such is deemed to have sole voting and investment discretion with ~~Growth~~respect ~~Potential~~to our shares and other securities held by the sponsor. Valley Point’s sole member and sole manager is Chen Siak Chan, a resident and citizen of Singapore. Accordingly, Chen Siak Chan, in his capacity as sole member and sole manager of Valley Point, the sole shareholder of the sponsor, is also deemed to have sole voting and investment discretion with respect to our shares and other securities held by the sponsor.

~~We intend~~Changes to seek target companies that have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in ~~identifying such~~Directors ~~targets~~ and ~~in helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and to help a target integrate acquisitions.~~Officers

●Departure ~~Long-term~~of ~~Revenue~~Directors ~~Visibility~~and ~~with Defensible Market Position~~Officers

~~In management’s~~On ~~view~~February 2, ~~the~~2026, ~~target~~Mr. ~~companies~~Robert ~~should~~Will beGarner, ~~close to an anticipated inflection point~~then Chairman, ~~such~~CEO asand ~~those~~director ~~companies~~of ~~requiring~~the ~~additional management expertise~~Company, ~~those~~notified ~~companies~~the ~~able~~board toof ~~innovate~~directors by(the ~~developing~~“Board”) ~~new~~of ~~products~~the ~~or services~~Company, orthat ~~companies~~he ~~where~~has ~~we believe we have~~decided ~~ability~~ to ~~achieve~~resign ~~improved~~all ~~profitability~~the ~~performance~~positions ~~through~~he anheld ~~acquisition~~at ~~designed~~the toCompany, ~~help~~effective ~~facilitate growth~~immediately.

●Thereafter, ~~Benefits~~on ~~from~~February ~~Being~~4, a2026, UMr.S. ~~Public~~Mark ~~Company~~Chaney, a ~~(Value~~member ~~Creation~~of ~~and~~the ~~Marketing~~Board, ~~Opportunities)~~notified the Board, that he has decided to resign as a member of the Board, effective immediately.

~~We intend~~On toMarch ~~search~~24, ~~target~~2026, ~~companies that we believe will help offer attractive risk-adjusted equity returns for our shareholders~~Ms. ~~Amount other~~Yuanmei ~~criteria~~Ma, ~~we expect to evaluate financial returns based on (i)~~ the ~~potential~~Chief ~~for~~Financial Officer ~~organic~~and ~~growth~~a indirector ~~cash~~of ~~flows, (ii)~~ the ~~ability to achieve cost savings~~Company, ~~(iii)~~notified the ~~ability~~Board toof ~~accelerate growth, including through~~ the ~~opportunity for follow-on acquisitions~~Company, ~~and~~that ~~(iv) the~~she ~~prospects~~has ~~for~~decided ~~creating value through other value creation initiatives. We also plan~~ to ~~evaluate~~resign ~~potential~~both ~~upside~~positions ~~from~~she ~~future~~held ~~growth in~~at the Company, ~~target~~effective ~~business’ earnings and an improved capital structure~~immediately.

~~These criteria~~Appointment ~~are not intended to be exhaustive. Any evaluation relating to the merits~~ of aDirectors ~~particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors~~ and ~~criteria that our management may deem relevant.~~Officers

In On March 26, 2026, the ~~event~~Board ~~that~~approved wethe ~~decide~~appointment of toMr. ~~enter~~Jung ~~into~~Min ~~our~~Lee ~~initial~~as ~~business~~the ~~combination~~new ~~with~~Chief Executive Officer and a ~~target~~director ~~business~~of ~~that~~the ~~does~~Company, ~~not~~effective ~~meet~~immediately. ~~the~~The ~~above~~Board ~~criteria~~also approved appointment ~~and~~of ~~guidelines,~~Mr. weJung ~~will~~Min ~~disclose~~Lee ~~that~~as the ~~target~~acting ~~business~~Chief ~~does~~Financial ~~not~~Officer ~~meet~~of the ~~above~~Company ~~criteria~~until ~~and~~a ~~guidelines~~new infull ~~our~~time ~~shareholder~~Chief ~~communications~~Financial Officer is appointed. Mr. ~~related~~Lee todoes ~~our~~not ~~initial~~hold ~~business~~any ~~combination,~~other ~~which~~positions ~~would~~with beus inand ~~the~~is ~~form~~not related to any of ~~proxy~~our ~~solicitation~~directors or ~~tender~~officers. ~~offer~~Further, ~~materials~~Mr. ~~that~~Lee weis ~~would~~not a related ~~file~~person, ~~with~~promoter, ~~the~~or ~~U.S. Securities~~control ~~and~~person ~~Exchange~~as ~~Commission~~defined ~~(the~~in ~~“SEC”~~Item 404(a) of Regulation S-K.

3Extension of the Business Combination Deadline

~~We will~~On ~~either~~April ~~(i) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to redeem their public shares~~24, ~~regardless of whether they vote for or against~~2026, orour ~~abstain~~sponsor ~~from~~deposited ~~voting on, the proposed initial business combination, for their pro rata portion of the aggregate amount then on deposit in the trust account (net of taxes payable and up to~~ $~~100~~850,000 into ~~of interest generated from~~ the ~~funds held in the~~ trust account, ~~released~~as ~~to us to pay dissolution expenses) or (ii) provide our public shareholders with the opportunity to sell their public shares to us by means of~~ a ~~tender~~result ~~offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share~~ of ~~the aggregate~~which, ~~amount~~we ~~then~~have onuntil ~~deposit~~July ~~in the trust account~~25, in2026 ~~each case subject~~ to ~~the~~complete ~~limitations~~our ~~described~~initial ~~herein~~business combination. ~~Notwithstanding~~In ~~the~~connection ~~foregoing,~~with ~~our~~the ~~directors~~extension, ~~officers and sponsor (~~the ~~“insiders”)~~Company ~~have~~issued ~~agreed,~~an ~~pursuant~~unsecured topromissory ~~the~~note ~~letter agreement,~~ dated ~~October~~ 24April 23, ~~2024~~2026, ~~among~~in the ~~Company~~principal ~~and~~amount ~~the insiders (the “Letter Agreement”)~~of US$850,000 ~~not~~ to ~~redeem any public shares held by~~ ~~them~~our ~~into their pro rata portion of the aggregate amount then on deposit in the trust account~~sponsor. The ~~decision~~note asdoes tonot ~~whether~~bear ~~we will seek shareholder approval of our proposed initial business combination or allow shareholders to sell their shares to us in a tender offer will be made by us~~interest, ~~solely~~except inthat ~~our~~overdue ~~discretion,~~amounts ~~and~~accrue ~~will~~default beinterest ~~based~~at ~~on a variety of factors such as~~ the ~~timing~~prevailing ofshort-term ~~the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval~~U.S. ~~If we so choose and we are legally~~Treasury ~~permitted~~Bill ~~to do so~~rate, weand ~~will have~~ the ~~flexibility~~outstanding toprincipal ~~avoid~~is apayable ~~shareholder~~on ~~vote and allow our shareholders to sell their shares pursuant to~~ the ~~tender~~earlier ~~offer rules~~ of ~~SEC. In that case, we will file tender offer documents with~~ the ~~SEC~~consummation ~~which~~of ~~will contain substantially~~ the ~~same financial and other information about the initial business combination as is required under the SEC~~Company’s ~~proxy~~ ~~rules. We will consummate our~~ initial business combination ~~only if we have net tangible assets of at least $5,000,001 upon~~ ~~such consummation~~ and, ~~solely if we seek shareholder approval, a majority of~~ the ~~issued~~Company’s ~~and outstanding ordinary shares voted are voted in favor of the initial business combination~~liquidation.

WeWorking ~~will~~Capital have until April 25, 2026 (or 18 months from the consummation of the IPO) to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination by then, we may, but are not obligated to, extend the period of time to consummate an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided that our sponsor and/or designees must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,700,000 on or prior to the date of the applicable deadline. We refer the applicable deadline to consummate the initial business combination in each case, April 25, 2026, July 25, 2026 or October 25, 2026, as the “Combination Deadline”. There is no obligation for us or our sponsor to extend the time for us to complete our initial business combination. In the event that the time to complete an initial business combination is extended and our sponsors or their affiliates or designees make the payments necessary for such extension, they will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial business combination unless there are funds available outside the trust account to do so. We intend to issue a press release announcing any intention to extend the time to consummate an initial business combination at least three days prior to the applicable deadline. In addition, we intend to issue a press release or file a Current Report on Form 8-K promptly after the applicable deadline announcing whether or not the necessary funds had been timely deposited.Note

~~Our public~~On ~~shareholders~~April ~~will~~17, ~~not~~2026, bethe ~~afforded~~Company anissued ~~opportunity to vote on our extension of time to consummate~~ an ~~initial business~~unsecured ~~combination~~promissory ~~from~~note ~~18 months~~ to upour tosponsor ~~24 months described above or redeem their shares~~ in ~~connection~~the ~~with~~principal ~~such~~amount ~~extensions. If~~of weup ~~are~~to ~~unable~~US$500,000 topartially ~~consummate~~evidencing ~~our~~the ~~initial~~loans ~~business~~provided ~~combination~~previously by the ~~Combination Deadline, unless we extend such period pursuant~~Sponsor ~~to our memorandum~~ and ~~articles~~partially ofallowing ~~association effective at~~ the ~~time,~~Sponsor weto ~~will,~~provide asadditional ~~promptly~~loans asthereunder. ~~possible~~The ~~but~~note does not ~~more~~bear ~~than ten (10) business days thereafter~~interest, ~~redeem~~except ~~100%~~that ofoverdue ~~our~~amounts accrue ~~issued~~default ~~and~~interest ~~outstanding~~at ~~public shares for a pro rata portion of~~ the ~~funds~~prevailing ~~held~~short-term inU.S. ~~the~~Treasury ~~trust~~Bill ~~account~~rate, ~~including~~ aand ~~pro~~amounts ~~rata~~outstanding ~~portion~~thereunder ofare ~~any~~payable ~~interest earned~~ on the ~~funds held in the trust account and not previously released to us or~~earlier ~~necessary to pay our taxes (less up to $100,000~~ of ~~interest generated from~~ the ~~funds~~consummation ~~held~~of in the ~~trust~~Company’s ~~account~~initial ~~released~~business tocombination ~~us to pay dissolution expenses),~~ and ~~then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over~~ the ~~claims~~Company’s ~~of our public shareholders~~liquidation.

~~We have~~Nasdaq ~~not~~Delinquency selected any specific initial business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the Private Placement Units. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular initial business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our rights will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.Notices

~~Redemption~~On April 16, 2026, the ~~Rights~~Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for ~~Public~~the ~~Shareholder~~fiscal ~~upon~~year ~~Completion~~ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Market. On May 22, 2026, the Company received a letter from the Listing Qualifications Department of ~~Our~~Nasdaq, ~~Initial~~notifying ~~Business~~the ~~Combination~~Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”), as required for continued listing on The Nasdaq Global Market.

~~We will~~In ~~provide~~connection ~~our public shareholders~~ with the two ~~opportunity~~notices, toNasdaq ~~redeem~~provided ~~all or a portion of their Class A ordinary shares upon~~ the ~~completion~~ ofCompany ~~our~~until ~~initial~~June ~~business combination at a per-share price~~15, ~~payable in cash~~2026, ~~equal~~ to ~~the~~submit ~~aggregate~~a ~~amount~~plan ~~then~~to onregain ~~deposit in~~compliance ~~the~~with ~~trust account calculated as of two business days prior to~~ the ~~consummation~~Rule of (the ~~initial business combination, including~~“Plan”) ~~interest~~if ~~earned on~~ the ~~funds~~Company ~~held~~has ~~in the trust account and~~ not ~~previously~~filed ~~released~~Form to10-K ~~us to pay our franchise~~ and ~~income~~Form ~~taxes,~~10-Q ~~if any, divided~~ by ~~the~~June ~~number of then-issued and outstanding public shares~~15, ~~subject~~2026. toIf Nasdaq accepts the ~~limitations~~Plan, ~~described herein. The amount in~~ the ~~trust~~Company ~~account~~may ~~is initially anticipated to~~ be ~~$10.025 per public share. The per share amount we will distribute to investors who~~granted ~~properly~~an ~~redeem~~exception ~~their~~of ~~shares~~up ~~will not be reduced by the deferred underwriting commissions we will pay~~ to ~~the~~180 ~~underwriters.~~calendar ~~The redemption~~days ~~rights~~from ~~will include~~ the ~~requirement~~Form 10-K’s ~~that~~due a beneficial owner must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our rights. Furtherdate, ~~we will~~or ~~not~~until ~~proceed~~October ~~with redeeming our public shares~~12, ~~even if a public shareholder has properly elected to redeem its shares~~2026, ~~if an initial business combination does not close. Our insiders have entered into agreements with us, pursuant~~ to ~~which~~regain ~~they~~compliance ~~have agreed to waive their redemption rights~~ with ~~respect to any founder shares and public shares held by them in connection with (i) the~~ ~~completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association effective at~~ the ~~time~~Rule. ~~(A)~~In ~~that would modify~~ the ~~substance~~event ~~or timing of our obligation to provide holders of our Class A ordinary shares~~ the ~~right~~Plan tois ~~have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do~~ not ~~complete~~accepted ~~our initial business combination~~ by Nasdaq, the ~~Combination~~Company ~~Deadline~~may orappeal ~~(B)~~that ~~with~~decision ~~respect~~ to ~~any~~a ~~other provision~~Hearings ~~relating to the rights of holders of our Class A ordinary shares~~Panel.

5Business Strategy and Acquisition Criteria

~~Manner~~Our management team intends to focus on creating shareholder value by leveraging its experience in the management and operation of ~~Conducting~~businesses ~~Redemptions~~to improve the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are essential 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 consider it appropriate to do so:

~~We will~~● ~~provide~~Strong ~~our~~Management public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association (the “Current Charter”):Team

●We ~~conduct~~will ~~the~~seek ~~redemptions~~to inacquire ~~conjunction~~those businesses with areasoned ~~proxy~~and ~~solicitation~~strong ~~pursuant~~managements tohaving ~~Regulation~~a ~~14A~~track record of ~~the~~driving ~~Exchange~~growth ~~Act,~~and ~~which~~profitability; ~~regulates~~or ~~the~~having ~~solicitation~~proposition of ~~proxies,~~the ~~and~~businesses that ~~not~~may ~~pursuant~~likely tobe ~~the~~well ~~tender~~received ~~offer~~by ~~rules;~~public ~~and~~investors.

● ~~file~~Niche ~~proxy~~Deal ~~materials~~Size with ~~the~~Growth ~~SEC.~~Potential

~~Submission~~We intend to seek target companies that have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our ~~Initial~~management ~~Business~~team ~~Combination~~has significant experience in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and to help a ~~Stockholder~~target ~~Vote~~integrate acquisitions.

~~In the~~● ~~event~~Long-term ~~that~~Revenue weVisibility ~~seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders~~ with ~~the~~Defensible ~~redemption~~Market ~~rights described above upon completion of the initial business combination.~~Position

IfIn wemanagement’s ~~seek shareholder approval of our initial business combination~~view, ~~we will complete our initial business combination only if we obtain~~ the ~~approval of an ordinary resolution~~target ~~under~~companies ~~Cayman~~should ~~Islands~~be ~~law,~~close ~~which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our insiders have agreed~~ to ~~vote~~an ~~their~~anticipated ~~founder~~inflection ~~shares and public shares in favor of our initial business combination. As a result~~point, ~~for~~such ~~purpose~~as ofthose ~~seeking~~companies ~~shareholder~~requiring ~~approval for our initial business combination, in addition to our founder shares and private shares, we would need~~ additional ~~3,102,501~~management ~~public shares to vote in order to obtain a quorum which will be~~expertise, ~~pursuant~~those tocompanies ~~the~~able ~~Current Charter, a majority of our issued and outstanding ordinary shares entitled~~ to ~~vote~~innovate atby ~~the~~developing ~~meeting.~~new ~~Once~~products ~~a quorum is obtained, (i) assuming only a quorum is present and voted at such meeting held to vote on our initial business combination, 361,251 public shares,~~ or ~~4.3% of the 8~~services,~~500,000~~ ~~public shares sold in this offering are needed to be voted in favor of a transaction,~~ or ~~(ii)~~companies ~~assuming all~~where ~~issued~~we ~~and~~believe ~~outstanding shares are present and voted,~~ we ~~need~~have ~~additional~~ability ~~3,102,501, or 36.5%, of the 8,500,000 public shares sold in this offering are needed~~ to beachieve ~~voted~~improved ~~in favor of a transaction (none of our insiders or their affiliates has indicated any intention to~~profitability ~~purchase~~performance ~~units~~through inan ~~this~~acquisition ~~offering~~designed ~~or any units or Class A ordinary shares in the open market or in private transactions (other than the private units)). Each public shareholder may elect~~ to ~~redeem~~help ~~their~~facilitate ~~public shares irrespective of whether they vote for or against the proposed transaction or vote at all~~growth.

~~Limitation on~~● ~~Redemption~~Benefits ~~upon~~from ~~Completion~~Being ofa ~~our~~U.S. ~~Initial~~Public ~~Business~~Company ~~Combination~~(Value ifCreation Weand ~~Seek~~Marketing ~~Stockholder Approval~~Opportunities)

~~If we~~We ~~seek~~intend ~~shareholder~~to ~~approval~~search oftarget ~~our~~companies that ~~initial business combination and~~ we dobelieve ~~not~~will ~~conduct~~help ~~redemptions~~offer inattractive ~~connection~~risk-adjusted ~~with~~equity ~~our~~returns ~~initial business~~for ~~combination pursuant to the tender offer rules,~~ our ~~Current~~shareholders. ~~Charter~~Amount ~~provides~~other ~~that a public shareholder~~criteria, ~~together~~we ~~with~~expect ~~any~~to ~~affiliate of such shareholder or any other person with whom such~~evaluate ~~shareholder~~financial isreturns ~~acting~~based inon ~~concert or as a “group”~~ (asi) ~~defined under Section 13 of~~ the ~~Exchange~~potential ~~Act),~~for ~~will~~organic begrowth ~~restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold~~ in ~~the~~cash ~~IPO~~flows, ~~which~~(ii) wethe ~~refer~~ability to ~~as “Excess~~achieve ~~Shares,”~~cost ~~without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares~~savings, ~~and~~(iii) ~~subsequent~~the ~~attempts by such holders to use their~~ ability ~~to exercise their redemption rights against a~~ ~~proposed initial business combination as a means~~ to ~~force~~accelerate usgrowth, orincluding ~~our~~through ~~management to purchase their shares at a significant premium to~~ the ~~then-current~~opportunity ~~market~~for ~~price or~~ follow-on ~~other undesirable terms. Absent this provision~~acquisitions, aand ~~public~~(iv) ~~shareholder holding more than an aggregate of 15% of~~ the ~~shares~~prospects ~~sold~~for increating ~~the~~value ~~IPO could threaten to exercise its redemption rights if such holder’s shares are~~through ~~not purchased by us, our sponsor or our management at a premium to the then-current market price or on~~ other ~~undesirable~~value ~~terms~~creation initiatives. ~~By limiting~~We ~~our~~also ~~shareholders’~~plan ~~ability~~ to ~~redeem~~evaluate nopotential ~~more~~upside ~~than~~from ~~15%~~future ofgrowth ~~the shares sold~~ in the ~~IPO~~target ~~without~~business’ ~~our prior consent, we~~earnings ~~believe~~and ~~we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with~~ an ~~initial~~improved ~~business~~capital ~~combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash~~structure.

6These criteria are not intended to be 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 our management may deem relevant.

~~However,~~In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we ~~would~~will disclose that the target business does not bemeet ~~restricting~~the above criteria and guidelines in our ~~shareholders’~~shareholder ~~ability~~communications related to ~~vote~~our ~~all~~initial ofbusiness combination, ~~their~~which ~~shares~~would ~~(including~~be ~~Excess~~in ~~Shares)~~the ~~for~~form of proxy solicitation or ~~against~~tender ~~our~~offer materials that we would file with the U.S. Securities and ~~initial~~Exchange ~~business~~Commission ~~combination~~(the “SEC”).

~~Redemption of Public Shares and Liquidation if No Initial Business Combination~~4

~~Under the~~We ~~Current~~will ~~Charter,~~either if(i) weseek ~~do not~~shareholder ~~consummate~~approval ~~the~~of our initial business combination byat ~~the~~a ~~Combination~~meeting ~~Deadline,~~called wefor ~~will:~~such ~~(i)~~purpose ~~cease~~at ~~all~~which ~~operations~~public ~~except~~shareholders ~~for~~may ~~the~~seek ~~purpose~~to ofredeem their ~~winding~~public ~~up;~~shares, ~~(ii)~~regardless asof ~~promptly~~whether asthey ~~reasonably~~vote ~~possible~~for ~~but~~or ~~not~~against, ~~more~~or ~~than~~abstain ~~ten~~from ~~business~~voting ~~days thereafter~~on, ~~redeem~~ the ~~public~~proposed ~~shares,~~initial atbusiness ~~a per-share price~~combination, ~~payable~~for their inpro ~~cash,~~rata ~~equal~~portion toof the aggregate amount then on deposit in the trust account (net of taxes payable and up to $100,000 ~~including~~of interest generated ~~earned~~from on the funds held in the trust account ~~and not previously~~ released to us to pay dissolution expenses) or (ii) provide our ~~franchise~~public ~~and~~shareholders with ~~income~~the ~~taxes,~~opportunity ifto ~~any~~sell ~~(less~~their uppublic shares to ~~$100,000~~ us by means of ~~interest~~a totender ~~pay~~offer ~~dissolution~~(and ~~expenses~~thereby avoid the need for a shareholder vote) for ~~divided~~an byamount ~~the~~equal ~~number~~to their pro rata share of the aggregate amount then ~~issued~~on ~~and~~deposit ~~outstanding~~in ~~public~~the ~~shares~~trust account, ~~which~~in each case subject to the ~~redemption~~limitations ~~will~~described ~~completely~~herein. ~~extinguish~~Notwithstanding ~~public~~the ~~shareholders’~~foregoing, ~~rights~~our asthen-serving ~~shareholders~~directors, ~~(including~~officers and sponsor (the ~~right~~“insiders”) have agreed, pursuant to ~~receive~~the ~~further liquidation~~letter ~~distributions~~agreement, ifdated ~~any);~~October 24, 2024, among the Company and the insiders (~~iii~~the “Letter Agreement”), not asto ~~promptly~~redeem asany ~~reasonably~~public ~~possible~~shares ~~following~~held ~~such~~by ~~redemption,~~them ~~subject~~into totheir pro rata portion of the ~~approval~~aggregate amount then on deposit in the trust account. The decision as to whether we will seek shareholder approval of our ~~remaining~~proposed initial business combination or allow shareholders ~~and~~to ~~our~~sell their ~~board~~shares ofto ~~directors,~~us ~~liquidate~~in ~~and~~a ~~dissolve~~tender offer will be made by us, ~~subject~~solely in ~~each~~our ~~case~~discretion, toand ~~our~~will ~~obligations~~be ~~under Cayman~~based ~~Islands~~on ~~law~~a tovariety ~~provide~~of ~~for~~factors ~~claims~~such as the timing of ~~creditors~~the transaction and whether the ~~requirements~~terms of ~~other~~the ~~applicable~~transaction ~~law.~~would ~~There~~otherwise ~~will~~require beus noto ~~redemption rights~~seek orshareholder ~~liquidating~~approval. ~~distributions~~If ~~with~~we ~~respect~~so choose and we are legally permitted to ~~our~~do ~~rights~~so, ~~which~~we will ~~expire~~have ~~worthless~~the ifflexibility weto ~~fail~~avoid toa ~~consummate~~shareholder anvote ~~initial~~and allow our shareholders to sell their ~~business~~shares ~~combination~~pursuant byto the ~~Combination~~tender ~~Deadline.~~offer ~~Our~~rules ~~Current~~of ~~Charter~~SEC. ~~provides~~ In that case, if we ~~wind~~will upfile ~~for~~tender ~~any~~offer ~~other~~documents ~~reason~~with ~~prior~~the toSEC which will contain substantially the ~~consummation~~same offinancial ~~our~~and other information about the initial business combination, weas ~~will~~is ~~follow~~required under the ~~foregoing~~SEC’s proxy rules. We will ~~procedures~~consummate ~~with~~our ~~respect~~initial tobusiness ~~the~~combination ~~liquidation~~only ofif ~~the~~we ~~trust~~have ~~account~~net astangible ~~promptly~~assets asof ~~reasonably~~at ~~possible~~least ~~but~~$5,000,001 ~~not~~upon ~~more~~such ~~than~~consummation ~~ten~~and, ~~business~~solely ~~days~~if ~~thereafter~~we seek shareholder approval, ~~subject~~a tomajority ~~applicable~~of ~~Cayman~~the ~~Islands~~issued ~~law~~and outstanding ordinary shares voted are voted in favor of the initial business combination.

~~Corporate~~We initially had until April ~~Information~~25, 2026 (or 18 months from the consummation of the IPO) to consummate our initial business combination. If we anticipate that we may not be able to consummate our initial business combination by then, we may, but are not obligated to, extend the period of time to consummate an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided that our sponsor and/or designees must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,700,000 on or prior to the date of the applicable deadline. On April 24, 2026, our sponsor deposited $850,000 into the trust account, as a result of which, we have until July 25, 2026 to complete our initial business combination. We refer the applicable deadline to consummate the initial business combination in each case, April 25, 2026, July 25, 2026 or October 25, 2026, as the “Combination Deadline”. There is no obligation for us or our sponsor to extend the time for us to complete our initial business combination. In the event that the time to complete an initial business combination is extended and our sponsors or their affiliates or designees make the payments necessary for such extension, they will receive a non-interest bearing, unsecured promissory note in the amount of any such deposit, which will not be repaid in the event that we are unable to close an initial business combination unless there are funds available outside the trust account to do so. We intend to issue a press release announcing any intention to extend the time to consummate an initial business combination at least three days prior to the applicable deadline. In addition, we intend to issue a press release or file a Current Report on Form 8-K promptly after the applicable deadline announcing whether or not the necessary funds had been timely deposited.

Our public shareholders will ~~executive~~not ~~offices~~be ~~are~~afforded ~~located~~an atopportunity ~~221~~to Wvote ~~9th~~on ~~St,~~our ~~#848,~~extension ~~Wilmington,~~of ~~Delaware~~time ~~19801,~~to ~~and~~consummate ~~our~~an ~~telephone~~initial ~~number~~business iscombination ~~909-214-2482.~~from We18 ~~are~~months ~~required~~ to ~~file~~up ~~annual~~to 24 ~~reports~~months ondescribed ~~Form~~above ~~10-K~~or ~~and~~redeem ~~quarterly~~their ~~reports~~shares onin ~~Form~~connection ~~10-Q~~ with ~~the~~such ~~SEC~~extensions. onIf awe ~~regular~~are ~~basis~~unable to consummate our initial business combination by the Combination Deadline, ~~and~~unless ~~are~~we ~~required~~extend such period pursuant to ~~disclose~~our memorandum and articles of association effective ~~certain~~at ~~material~~the ~~events~~time, inwe ~~current~~will, ~~reports~~as onpromptly ~~Form~~as ~~8-K.~~possible ~~The~~but ~~SEC~~not ~~maintains~~more anthan ~~Internet~~ten ~~website~~(10) ~~that~~business ~~contains~~days ~~reports~~thereafter, ~~proxy~~redeem 100% of our issued and ~~information~~outstanding ~~statements~~public ~~and~~shares ~~other~~for ~~information~~a ~~regarding~~pro ~~issuers~~rata ~~that~~portion ~~file~~of ~~electronically~~the ~~with~~funds held in the ~~SEC.~~trust ~~The~~account, ~~SEC’s~~including ~~Internet~~a ~~website~~pro israta ~~located at~~portion ~~http://www.sec.gov.~~of Inany ~~addition,~~interest ~~the~~earned ~~Company~~on ~~will~~the funds ~~provide~~held ~~copies~~in ofthe ~~these~~trust ~~documents~~account ~~without~~and ~~charge~~not ~~upon~~previously ~~request~~released ~~from~~to us byor ~~mail~~necessary to ~~221~~ Wpay ~~9th~~our Sttaxes (less up to $100,000 ~~#848~~of interest generated from the funds held in the trust account released to us to pay dissolution expenses), ~~Wilmington~~and then seek to liquidate and dissolve. However, we ~~Delaware~~may ~~19801~~not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.

~~Status as a Public Company~~5

We ~~believe~~ ~~our~~have ~~structure~~not ~~will~~selected ~~make~~any specific ~~us an attractive~~ initial business combination ~~partner~~target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the sale of the Private Placement Units. As ana ~~existing~~result, ~~public~~if ~~company,~~the cash portion of the purchase price exceeds wethe ~~offer~~amount aavailable ~~target~~from ~~business~~the antrust ~~alternative~~account, net of amounts needed to asatisfy ~~traditional~~any ~~initial~~redemption by public ~~offering~~shareholders, ~~through~~we amay ~~merger~~be orrequired to ~~other~~seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be ~~with~~available uson acceptable terms, if at all. InTo anthe extent that additional financing proves to be unavailable when needed to complete our initial business combination, ~~transaction~~we ~~with~~would ~~us,~~be ~~the~~compelled ~~owners~~to ofeither restructure the transaction or abandon that particular initial business combination and seek an alternative target business ~~may~~candidate. Further, ~~for~~we ~~example,~~may ~~exchange~~be ~~their~~required ~~shares of~~to ~~stock~~obtain additional financing in connection with the ~~target~~closing of our initial business combination for ~~our~~general ~~Class~~corporate Apurposes, ~~Ordinary~~including ~~Shares~~for (maintenance or ~~shares~~expansion of aoperations of ~~new~~the ~~holding~~post-transaction ~~company)~~businesses, the payment of principal or ~~for~~interest adue on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our ~~Class~~initial business combination, our public shareholders Amay ~~Ordinary~~only ~~Shares~~receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and ~~cash~~our rights will expire worthless. In addition, ~~allowing~~even usif we do not need additional financing to ~~tailor~~complete ~~the~~our ~~consideration~~initial business combination, we may require such financing to fund the ~~specific~~operations ~~needs~~or growth of the ~~sellers~~target business. WeThe ~~believe~~failure ~~target~~to ~~businesses will~~secure ~~find~~additional ~~this~~financing ~~method~~could have a ~~more~~material ~~expeditious~~adverse ~~and~~effect ~~cost-effective~~on ~~method~~the tocontinued ~~becoming~~development aor ~~public~~growth ~~company~~of ~~than~~the atarget ~~typical~~business. ~~initial~~None ~~public~~of ~~offering. The~~our ~~typical~~officers, ~~initial~~directors ~~public~~or ~~offering~~shareholders is ~~process~~required ~~takes~~to aprovide ~~significantly~~any ~~longer~~financing ~~period~~to ofus ~~time~~in ~~than~~connection ~~the~~with ~~typical~~or after our initial business combination ~~transaction~~. ~~process,~~Raising ~~and~~additional ~~there~~third-party financing ~~are~~may ~~significant~~involve ~~expenses~~dilutive inequity issuances or the ~~initial~~incurrence ~~public~~of ~~offering~~indebtedness ~~process,~~at ~~including~~higher ~~underwriting~~than ~~discounts~~desirable ~~and~~levels. In addition, the amount of the deferred underwriting commissions, ~~that~~payable ~~may~~to the underwriters will not be ~~present~~adjusted tofor ~~the~~any ~~same~~shares ~~extent~~that are redeemed in connection with an initial business combination. ~~with~~The usper share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

7Redemption Rights for Public Shareholder upon Completion of Our Initial Business Combination

~~Furthermore,~~We will provide our public ~~once~~shareholders with the opportunity to redeem all or a ~~proposed~~portion of their Class A ordinary shares upon the completion of our initial business combination isat ~~completed~~a per-share price, payable in cash, equal to the ~~target~~aggregate amount then on deposit in the trust account calculated as of two business ~~will~~days ~~have~~prior ~~effectively~~to ~~become~~the ~~public,~~consummation ~~whereas~~of anthe initial business combination, including interest earned on the funds held in the trust ~~public~~account ~~offering~~and isnot ~~always~~previously released to us to pay our franchise and income taxes, if any, divided by the number of then-issued and outstanding public shares, subject to the ~~underwriter’s~~limitations ~~ability~~described herein. The amount in the trust account is initially anticipated to ~~complete~~be $10.025 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the ~~offering,~~deferred underwriting ascommissions ~~well~~we aswill ~~general~~pay ~~market~~to ~~conditions,~~the underwriters. The redemption rights will include the requirement that a beneficial owner must ~~which~~identify ~~could~~itself ~~delay~~in ororder ~~prevent~~to validly redeem its shares. There will be no redemption rights upon the ~~offering~~completion ~~from~~of ~~occurring~~our orinitial ~~have~~business combination ~~negative~~with ~~valuation~~respect ~~consequences~~to our rights. ~~Once~~Further, we will not proceed with redeeming our public shares, weeven ~~believe~~if ~~the~~a ~~target~~public shareholder has properly elected to redeem its shares, if an initial business ~~would~~combination ~~then~~does not close. Our insiders have ~~greater~~entered ~~access~~into toagreements ~~capital~~with us, anpursuant ~~additional~~to ~~means~~which ofthey ~~providing~~have ~~management~~agreed ~~incentives~~to ~~consistent~~waive their redemption rights with ~~shareholders’~~respect to any founder shares and public shares held by them ~~interests~~in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association effective at the ~~ability~~time (A) that would modify the substance or timing of our obligation to ~~use~~provide ~~its~~holders of our Class A ordinary shares asthe ~~currency~~right ~~for~~to ~~acquisitions.~~have ~~Being~~their ashares redeemed in connection with our initial business combination or to redeem 100% of our public ~~company~~shares ~~can~~if ~~offer~~we ~~further~~do ~~benefits~~not complete our initial business combination by ~~augmenting a~~the ~~company’s~~Combination ~~profile~~Deadline ~~among~~or ~~potential~~(B) ~~new~~with ~~customers~~respect ~~and~~to ~~vendors~~any ~~and~~other provision ~~aid~~relating into ~~attracting~~the ~~talented~~rights ~~employees~~of holders of our Class A ordinary shares.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder approval of a proposed initial business combination, negatively.6

~~We are~~Manner ~~an “emerging growth company,” as defined in Section 2(a)~~ of ~~the~~Conducting Securities Act of 1933, as amended (the “Securities Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.Redemptions

~~In addition,~~We ~~Section~~will ~~107~~provide ofour public shareholders with the ~~JOBS~~opportunity ~~Act~~to ~~also~~redeem ~~provides~~all ~~that~~or ana ~~“emerging~~portion ~~growth~~of ~~company”~~their ~~can~~Class ~~take~~A ~~advantage~~ordinary ofshares upon the ~~extended~~completion of our initial business ~~transition~~combination ~~period~~either ~~provided~~(i) in ~~Section~~connection 7(with a) general meeting called to approve the initial business combination or (2ii)~~(B)~~ by means of ~~the~~a ~~Securities~~tender offer. ~~Act~~The ~~for~~decision ~~complying~~as ~~with~~to ~~new~~whether orwe ~~revised~~will ~~accounting~~seek ~~standards.~~shareholder Inapproval ~~other~~of a proposed initial business combination or conduct a tender offer ~~words~~will be made by us, ansolely ~~“emerging~~in ~~growth~~our ~~company”~~discretion, ~~can~~and ~~delay~~will be based on a variety of factors such as the ~~adoption~~timing of ~~certain~~the ~~accounting~~transaction ~~standards~~and ~~until~~whether the ~~those~~terms ~~standards~~of the transaction would ~~otherwise~~require us to seek shareholder approval under applicable law or stock exchange listing requirement ~~apply~~or whether we were deemed to be a foreign private ~~companies~~issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our memorandum and articles of association effective at the time would typically require shareholder approval. We currently intend to ~~take~~conduct ~~advantage~~redemptions in ofconnection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the ~~benefits~~tender offer rules of ~~this~~the ~~extended~~SEC ~~transition~~for ~~period~~business or other reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq rules. If we held a shareholder vote to approve our initial business combination, we will, pursuant to our second amended and restated memorandum and articles of association (the “Current Charter”):

~~We will~~● ~~remain~~conduct ~~an emerging growth company until~~ the ~~earlier~~redemptions ofin ~~(1)~~conjunction ~~the~~with ~~last day of the fiscal year (~~a) ~~following~~proxy ~~the~~solicitation ~~fifth~~pursuant ~~anniversary~~to ~~of the~~Regulation ~~completion~~14A of the ~~IPO,~~Exchange ~~(b) in which we have total annual gross revenue of at least $1.235 billion~~Act, ~~or (c) in~~ which weregulates ~~are deemed to be a large accelerated filer, which means~~ the ~~market~~solicitation ~~value~~ of ~~our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter~~proxies, and ~~(2)~~not ~~the~~pursuant ~~date~~to ~~on which we have issued more than $1.0 billion in non-convertible debt securities during~~ the ~~prior~~tender ~~three-year~~offer ~~period.~~rules; and

~~Competition~~● file proxy materials with the SEC.

~~In identifying,~~Submission evaluating and selecting a target business for our initial business combination, we have encountered, and expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups, leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting initial business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ~~ability to~~Initial ~~acquire~~Business ~~larger target businesses will be limited by our available financial resources. This inherent competitive limitation gives~~Combination ~~others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation~~ to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and potential future dilutions that our outstanding rights represent, which may place us at a ~~competitive~~Stockholder ~~disadvantage in successfully negotiating an initial business combination.~~Vote

8In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

~~Facilities~~If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our insiders have agreed to vote their founder shares and public shares in favor of our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

~~We currently~~Limitation ~~maintain~~on ~~our~~Redemption ~~executive~~upon ~~offices~~Completion atof ~~221~~our WInitial ~~9th~~Business Combination ~~St,~~if ~~#848, Wilmington, Delaware 19801.~~ We ~~consider~~Seek ~~our~~Stockholder ~~current office space adequate for our current operations.~~Approval

~~Employees~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Current Charter provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~We currently have two executive officers~~However, ~~our~~we ~~Chief~~would ~~Executive~~not ~~Officer and Chairman, Will Garner, our Chief Financial Officer and Director, Yuanmei Ma. The two individuals~~be ~~are~~restricting ~~not obligated to devote any specific number of hours to~~ our ~~matters~~shareholders’ ~~but~~ability ~~they intend~~ to ~~devote~~vote asall ~~much~~ of their ~~time~~shares as(including ~~they~~Excess ~~deem necessary~~Shares) tofor ~~our~~or ~~affairs~~against ~~until we have completed~~ our initial business ~~combination. The amount of time they will devote in any time period~~ ~~will vary based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, 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. Risk Factors.~~7

~~As a~~Redemption ~~smaller reporting company, we are not required to include risk factors in this Report. Factors that could cause our actual results to differ materially from those in this Annual Report are any~~ of ~~the~~Public ~~risks~~Shares ~~described~~and inLiquidation ~~the~~if ~~final prospectus of the Company filed with the SEC on October 24, 2024 (File~~ No. ~~333-282313)~~Initial ~~(the “IPO Prospectus”). Any of these factors could result in a significant~~Business or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.Combination

~~Item~~Under the Current Charter, 1Bif we do not consummate the initial business combination by the Combination Deadline, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. ~~Unresolved~~There ~~Staff~~will ~~Comments~~be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to consummate an initial business combination by the Combination Deadline. Our Current Charter provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~None.~~Corporate Information

~~Item~~Our executive offices are 1Clocated at 221 W 9th St, #848, Wilmington, Delaware 19801, and our telephone number is 909-214-2482. ~~Cybersecurity~~We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in current reports on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us by mail to 221 W 9th St, #848, Wilmington, Delaware 19801.

~~We are~~Status as a ~~special~~Public 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.Company

We believe our structure ~~have~~will ~~not~~make ~~adopted~~us ~~any~~an ~~cybersecurity~~attractive ~~risk~~initial ~~management~~business ~~program~~combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or ~~formal~~other ~~processes~~initial ~~for~~business ~~assessing~~combination ~~cybersecurity~~with ~~risk~~us. ~~Our~~In ~~management~~an initial isbusiness ~~generally~~combination transaction with us, the owners of the target business may, for example, exchange their shares of stock in ~~responsible~~the target business for ~~assessing~~our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and ~~managing~~cash, ~~any~~allowing ~~cybersecurity~~us ~~threats~~to tailor the consideration to the specific needs of the sellers. IfWe believe target businesses will find this method a more expeditious and ~~when~~cost-effective ~~any~~method ~~reportable~~to ~~cybersecurity~~becoming ~~incident~~a ~~arises,~~public ~~our~~company ~~management~~than a typical initial public offering. The typical ~~shall~~initial ~~promptly~~public ~~report~~offering ~~such~~process ~~matters~~takes toa ~~our~~significantly ~~board~~longer period of ~~directors~~time ~~for~~than ~~further~~the ~~actions~~typical initial business combination transaction process, ~~including~~and ~~regarding~~there are significant expenses in the ~~appropriate~~initial ~~disclosure~~public offering process, ~~mitigation~~including underwriting discounts and commissions, orthat ~~other~~may ~~response~~not orbe ~~actions~~present ~~that~~to the ~~board~~same ~~deems~~extent ~~appropriate~~in toconnection ~~take~~with an initial business combination with us.

AsFurthermore, once a proposed ofinitial business combination is completed, the ~~date~~target ofbusiness ~~this~~will ~~report~~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, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have ~~not~~greater ~~encountered~~access ~~any~~to ~~cybersecurity~~capital, ~~incidents~~an ~~since~~additional ~~our~~means ~~IPO~~of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

~~Item~~While we believe that our 2.structure ~~Properties~~and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a special purpose acquisition company, including our lack of an operating history and our potential need to seek shareholder approval of a proposed initial business combination, negatively.

We do not own or lease any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 221 W 9th St, #848, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.8

~~Item~~We are an “emerging 3growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”) and as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). ~~Legal~~As ~~Proceedings~~such, we are eligible to 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 our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~On March 8,~~In ~~2019~~addition, ~~Jie~~Section ~~Yuan~~107 of (the ~~“Jie~~JOBS ~~Action”)~~Act ~~filed~~also aprovides ~~putative~~that ~~shareholder~~an ~~derivative lawsuit purportedly on behalf of Nova Lifestyle, Inc. (Nasdaq; NVFY, the~~ “~~Nova~~emerging ~~LifeStyle~~growth company”) incan ~~the~~take ~~U.S.~~advantage ~~District~~of ~~Court for~~ the ~~Central~~extended ~~District~~transition ofperiod ~~California,~~provided ~~against~~in ~~Nova~~Section ~~LifeStyle’s former and current CEOs and CFOs~~ 7(~~Thanh H. Lam, Ya Ming Wong, Jeffery Chuang and Yuen Ching Ho~~a) ~~and directors~~ (~~Charlie~~2)(B) ~~Huy~~of ~~La,~~the ~~Bin~~Securities ~~Liu,~~Act ~~Umesh~~for ~~Patel,~~complying ~~and~~with ~~Min~~new ~~Su)~~or ~~and~~revised ~~vice~~accounting ~~president~~standards. ~~(Steven~~In ~~Qiang~~other ~~Liu) (collectively~~words, ~~the~~an “~~Defendants”)~~emerging ~~seeking~~growth tocompany” ~~recover~~can ~~any~~delay ~~losses~~the ~~Nova~~adoption ~~LifeStyle~~of ~~sustains~~certain asaccounting astandards ~~result~~until ofthose ~~alleged~~standards ~~securities~~would ~~violations~~otherwise ~~outlined~~apply into aprivate ~~Seeking Alpha blog and~~companies. aWe ~~certain~~intend ~~securities~~to ~~class~~take ~~action~~advantage ~~case~~of ~~filed by George Barney and others (~~the ~~“Barney~~benefits ~~Action”)~~of inthis ~~the~~extended ~~same~~transition ~~court on December 28, 2018~~period.

9We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Specifically, the derivative lawsuit alleges that the Defendants caused Nova LifeStyle to make the alleged false and/or misleading statements giving rise to the putative securities class action. The Plaintiff also alleges that President and CEO Lam engaged in self-dealing transactions by leasing her property to Diamond Bar, a Nova LifeStyle subsidiary, and asserts that Lam, former CEO and director Ya Ming Wong, former CFO and director Yuen Ching Ho, and director Umesh Patel sold securities during the period of time when the alleged false and/or misleading statements were made “with knowledge of material non-public information.”Competition

~~On May 15,~~In ~~2019~~identifying, ~~Wilton~~evaluating and ~~Samuels~~selecting ~~(the~~a ~~“Samuels~~target ~~Action”)~~business ~~also~~for ~~filed~~our ainitial ~~putative~~business ~~derivative~~combination, ~~complaint~~we ~~purportedly~~have onencountered, ~~behalf of~~and ~~Nova~~expect ~~Lifestyle~~to ~~against~~continue ~~the~~to ~~same~~encounter, ~~current~~intense competition ~~and~~from ~~former~~other ~~directors~~entities ~~and~~having ~~officers~~a ~~named~~business inobjective ~~the~~similar ~~Jie~~to ~~Action~~ours, including other ~~than~~blank ~~Steven~~check ~~Qiang~~companies, ~~Liu~~private inequity ~~the~~groups, ~~same~~leveraged ~~court.~~buyout ~~Samuels~~funds, ~~repeats~~public ~~the~~companies ~~allegations~~and ofoperating ~~the~~businesses ~~Complaint~~seeking instrategic ~~the Jie Action~~acquisitions. ~~Additionally,~~Many ~~Samuels~~of ~~claims~~these ~~that,~~entities inare ~~announcing~~well ~~its~~established ~~change~~and ofhave ~~auditing~~extensive ~~firms~~experience inidentifying ~~September~~and ~~2016,~~effecting ~~Nova~~initial ~~Lifestyle~~business ~~asserted~~combinations ~~that~~directly ~~this~~or ~~change~~through ~~was~~affiliates. ~~made~~Moreover, ~~because~~many ~~its~~of these ~~existing~~competitors ~~auditor~~possess ~~ceased~~greater ~~auditing public~~financial, ~~companies~~technical, ~~subject~~human toand ~~regulation~~other inresources ~~the~~than ~~United~~us. ~~States~~Our ~~without~~ability ~~disclosing~~to ~~that~~acquire ~~its~~larger ~~new~~target ~~auditing~~businesses will ~~firm~~be ~~was~~limited ~~created~~by inour aavailable ~~merger~~financial ~~of three~~resources. ~~accounting~~This ~~firms,~~inherent ~~including~~competitive alimitation ~~firm~~gives ~~whose~~others ~~registration~~an ~~was~~advantage ~~revoked~~in bypursuing the ~~Public~~acquisition of ~~Company~~a ~~Accounting~~target ~~Oversight Board~~business. ~~Samuels~~Furthermore, ~~also claims~~our ~~that~~obligation ~~Nova~~to ~~Lifestyle~~pay ~~redeemed~~cash ~~its~~in ~~stock~~connection inwith ~~reliance~~our ~~upon~~public shareholders who exercise their redemption rights may reduce the ~~same~~resources ~~purported~~available ~~fraudulent~~to ~~recognition~~us offor ~~revenues~~our ~~claimed~~initial inbusiness ~~the~~combination ~~putative class~~and ~~action.~~potential Hefuture ~~purports~~dilutions tothat ~~state~~our ~~direct~~outstanding rights ~~claims~~represent, ~~under~~which ~~Sections~~may ~~10(b)~~place ~~and~~us 20at ofa ~~the~~competitive ~~Exchange~~disadvantage ~~Act~~in ~~and~~successfully ~~SEC~~negotiating ~~Rule~~an ~~10b-5~~initial business combination.

~~Upon the request of the Defendants, the court in the Jie Action and the Samuels Action agreed, respectively, in April 2020 and June 2020 to stay the proceedings until the Barney Action is resolved.~~Facilities

~~The~~We ~~Barney~~currently ~~Action~~maintain ~~was settled~~our ~~and~~executive ~~the~~offices ~~final~~at ~~settlement~~221 ~~was~~W ~~approved~~9th ~~by that court in April 2024. In January 2025~~St, ~~upon stipulation by the respective plaintiffs and defendants in the Jie Action and the Samuels Action~~#848, ~~the Court issued an order consolidating the two actions into one case~~Wilmington, ~~agreed~~Delaware ~~to lift~~19801. ~~the~~We ~~stay~~consider inour ~~the~~current ~~case,~~office ~~and~~space ~~set~~adequate ~~a new briefing schedule~~ for ~~the~~our ~~parties~~current ~~to move forward with the case~~operations. ~~The consolidated case remains pending.~~

Other than the foregoing pending proceedings, there is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of hereof.Employees

~~Item~~We currently have one executive 4officer, Mr. ~~Mine~~Jung ~~Safety~~Min ~~Disclosures~~Lee, who serves as our Chief Executive Officer, Chairman, and the acting Chief Financial Officer. Mr. Lee is not obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote in any time period will vary based on the status of the proposed Transactions and, if the proposed Transactions are not consummated, 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.

~~Not applicable.~~9

10Item 1A. Risk Factors.

~~PART~~As a smaller reporting company, IIwe are not required to include risk factors in this Report. Factors that could cause our actual results to differ materially from those in this Annual Report are any of the risks described in the final prospectus of the Company filed with the SEC on October 24, 2024 (File No. 333-282313) (the “IPO Prospectus”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 5 1B. ~~Market~~Unresolved ~~for~~Staff ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Comments.

~~Market Information~~None.

~~Our~~Item ~~units, Class A ordinary shares, rights are each traded on the Nasdaq Global Market under the symbols “CHARU,” “CHAR,” and “CHARR,” respectively~~1C. ~~Our units commenced public trading on October 25, 2024, and our Class A ordinary shares and rights commenced separate public trading on November 26, 2024~~Cybersecurity.

~~Holders~~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.

OnWe ~~December~~have ~~31,~~not ~~2024,~~adopted any cybersecurity ~~there~~risk ~~were~~management 2program ~~holders~~or offormal ~~record~~processes offor ~~our~~assessing ~~units,~~cybersecurity 1risk. ~~holder~~Our ofmanagement ~~record~~is ofgenerally ~~our~~responsible ~~Class~~for Aassessing ~~ordinary~~and managing ~~shares,~~any 1cybersecurity ~~holder~~threats. ofIf ~~record~~and ofwhen ~~our~~any ~~rights~~reportable cybersecurity incident arises, our management shall promptly report such ~~and~~matters 6to ~~holders~~our board of ~~record~~directors offor ~~our~~further ~~Class~~actions, Bincluding ~~ordinary~~regarding ~~shares~~the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take.

~~Securities~~As of the date of this report, ~~Authorized~~we ~~for~~have ~~Issuance~~not ~~Under~~encountered ~~Equity~~any ~~Compensation~~cybersecurity ~~Plans~~incidents since our IPO.

~~None~~Item 2. Properties.

~~Recent~~We do not own or lease any ~~Sales~~real ofestate ~~Unregistered~~or ~~Securities~~other physical properties materially important to our operation. We currently maintain our executive offices at 221 W 9th St, #848, Wilmington, Delaware 19801. We consider our current office space adequate for our current operations.

~~Unregistered Sales~~Item of3. ~~Equity~~Legal ~~Securities~~Proceedings.

~~Founder~~On March 8, 2019, Jie Yuan ~~Shares~~(the ~~Sales~~“Jie Action”) filed a putative shareholder derivative lawsuit purportedly on behalf of Nova Lifestyle, Inc. (Nasdaq; NVFY, the “Nova LifeStyle”) in the U.S. District Court for the Central District of California, against Nova LifeStyle’s former and ~~Transfer~~current CEOs and CFOs (Thanh H. Lam, Ya Ming Wong, Jeffery Chuang and Yuen Ching Ho) and directors (Charlie Huy La, Bin Liu, Umesh Patel, and Min Su) and vice president (Steven Qiang Liu) (collectively, the “Defendants”) seeking to recover any losses Nova LifeStyle sustains as a result of alleged securities violations outlined in a Seeking Alpha blog and a certain securities class action case filed by George Barney and others (the “Barney Action”) in the same court on December 28, 2018.

On April 23, 2024, the Company issued 2,156,250 Class B ordinary shares, par value $0.0001 per share (the “founder shares”), to ST Sponsor II Limited, the sponsor of the IPO (the “sponsor”) for a purchase price of $25,000, or approximately $0.0116 per share. The founder shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ Over-allotment Option is not exercised in full or in part. The Founder Shares held by the Company’s insiders was reduced by an aggregate of 31,250 forfeited shares.10

~~On September 11~~Specifically, ~~2024,~~ the ~~sponsor~~derivative lawsuit ~~entered~~alleges ~~into~~that athe ~~securities~~Defendants ~~transfer~~caused ~~agreement,~~Nova ~~pursuant~~LifeStyle to ~~which~~make the ~~sponsor~~alleged ~~transferred~~false ~~100,000 founder shares~~ and/or ~~60,000~~misleading ~~founder~~statements ~~shares~~giving rise to Mrthe putative securities class action. ~~Will~~The ~~Garner,~~Plaintiff ~~the~~also ~~Company’s~~alleges ~~Chairman~~that President and CEO Lam engaged in self-dealing transactions by leasing her property to Diamond Bar, a Nova LifeStyle subsidiary, and ~~Ms.~~asserts ~~Yuanmei~~that MaLam, ~~the~~former ~~Company’s~~CEO ~~CFO~~and director Ya Ming Wong, former CFO and director Yuen ~~respectively~~Ching Ho, ~~for~~and adirector ~~total~~Umesh ~~consideration~~Patel sold securities during the period of ~~$1,855,~~time when the alleged false and/or ~~approximately~~misleading ~~$0.0116~~statements ~~per~~were made ~~share~~“with knowledge of material non-public information.”

On ~~October~~May 2415, ~~2024~~2019, Wilton Samuels (the “Samuels Action”) also filed a putative derivative complaint purportedly on behalf of Nova Lifestyle against the same ~~sponsor~~current ~~transferred~~and anformer ~~aggregate~~directors and officers named in the Jie Action other than Steven Qiang Liu in the same court. Samuels repeats the allegations of 60the Complaint in the Jie Action. Additionally,~~000~~ Samuels claims that, in announcing its change of auditing firms in September 2016, Nova Lifestyle asserted that this change was made because its ~~founder~~existing ~~shares~~auditor ceased auditing public companies subject to regulation in the United States without disclosing that its ~~three~~new ~~independent~~auditing ~~directors~~firm ~~(20~~was created in a merger of three accounting firms,~~000~~ ~~each)~~including ~~for~~a ~~their~~firm ~~board~~whose registration ~~service~~was revoked by the Public Company Accounting Oversight Board. Samuels also claims that Nova Lifestyle redeemed its stock ~~for~~in areliance ~~total~~upon ~~nominal~~the ~~cash~~same ~~consideration~~purported fraudulent recognition of ~~$696~~revenues claimed in the putative class action. He purports to state direct claims under Sections 10(b) and 20 of the Exchange Act and SEC Rule 10b-5.

~~Private~~Upon the request of the Defendants, ~~Placement~~the court in the Jie Action and the Samuels Action agreed, respectively, in April 2020 and June 2020 to stay the proceedings until the Barney Action is resolved.

OnThe Barney Action was settled ~~October~~and ~~25,~~the final settlement was approved by that court in April 2024. In January 2025, ~~simultaneously~~upon ~~with~~stipulation by the ~~closing~~respective ofplaintiffs and defendants in the ~~IPO~~ Jie Action and the Samuels Action, the ~~Company~~Court ~~completed~~issued aan ~~private~~order ~~placement~~consolidating (the ~~“Private Placement”)~~two ofactions ~~240,000~~into ~~private~~one ~~placement~~case, ~~units~~agreed to lift the ~~Company’s~~stay ~~sponsor,~~in atthe acase, ~~purchase~~and ~~price~~set ~~of $10.00~~a ~~per~~new ~~private~~briefing ~~placement~~schedule ~~units,~~for ~~generating~~the ~~gross~~parties ~~proceeds~~ to ~~the~~move ~~Company~~forward ofwith ~~$2,400,000~~the case.

~~The~~Other than the foregoing ~~above~~pending ~~sales~~proceedings, ~~were~~there ~~issued~~is ~~pursuant~~no tomaterial ~~the~~litigation, ~~exemption~~arbitration ~~from~~or ~~registration~~governmental ~~contained~~proceeding incurrently ~~Section 4(a)(2) of~~pending ~~the~~against ~~Securities~~us ~~Act.~~or Noany of our ~~commissions~~officers ~~were~~or ~~paid~~directors in ~~connection~~their ~~with~~capacity as such, ~~sales~~and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of hereof.

~~In connection~~Item ~~with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”)~~4. OnMine ~~November~~Safety ~~19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000~~Disclosures. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.

11Not applicable.

The sales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales.11

~~Use of~~PART ~~Proceeds~~II

~~The net~~Market proceeds of $75,187,500 from the IPO and the Private Placement were placed in the trust account established for the benefit of the Company’s public shareholders and with Continental Stock Transfer & Trust Company acting as trustee.Information

~~On November~~Our 19units, ~~2024,~~Class inA ~~connection~~ordinary shares, ~~with~~rights ~~the~~are ~~offering~~each oftraded ~~the~~on ~~Option Units and~~ the ~~sale~~Nasdaq ofGlobal ~~Additional~~Market ~~Private~~under ~~Placement Units,~~ the ~~proceeds of~~symbols ~~$10~~“CHARU,~~025~~” “CHAR,~~000~~” ~~from the proceeds of the offering of the Option Units~~ and ~~the~~“CHARR,” respectively. ~~sale~~Our ofunits ~~Additional~~commenced ~~Private~~public ~~Placement~~trading ~~Units~~on ~~were~~October ~~placed~~25, ~~in the~~2024, ~~trust~~and ~~account~~our ~~established~~Class ~~for~~A ~~the~~ordinary ~~benefit~~shares ~~of the Company’s public shareholders~~ and ~~the~~rights ~~underwriters~~commenced ofseparate ~~the IPO, with Continental~~public ~~Stock~~trading ~~Transfer~~on &November ~~Trust~~26, ~~Company acting as trustee~~2024.

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

~~None~~On December 31, 2025, there were two holders of record of our units, two holder of record of our Class A ordinary shares, one holder of record of our rights, and six holders of record of our Class B ordinary shares.

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

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

~~References to~~Recent ~~the~~Sales ~~“Company”, “us”, “our”, or “we” refer to Charlton Aria Acquisition Corporation. The following discussion and analysis~~ of ~~our~~Unregistered ~~financial condition and results of operations should be read in conjunction with our audited financial statements and related notes herein.~~Securities

~~The~~None, other ~~following~~than ~~discussion and~~as ~~analysis~~previously ofreported in the Company’s ~~financial~~filings ~~condition and results of operations should be read in conjunction~~ with ~~our audited financial statements and~~ the ~~notes related thereto which are included in “Item 8~~SEC. 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 “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K..

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

~~Charlton Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024 as an exempted company with limited liability~~None. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

~~Our Initial~~Item ~~Public~~6. ~~Offering~~[Reserved]

OnItem ~~October 25, 2024, we consummated our IPO of~~ 7~~,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0~~.~~0001~~ per share (the “Public Shares”), and one right (the “Rights”) of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary (the “Public Rights”). The Public Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, we consummated a private placement (the “Private Placement”) with ST Sponsor II Limited, our sponsor (the “sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,400,000. Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”). The terms and provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the CompanyManagement’s ~~initial business~~Discussion ~~combination.~~and OnAnalysis ~~October 25, 2024, a total~~ of ~~$75,187,500~~Financial ofCondition ~~the net proceeds from the IPO~~ and ~~the~~Results ~~Private Placement was deposited in a trust account (the “trust account”) established for the benefit~~ of ~~the Company’s Public Shareholders at a U.S. based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.~~ Operations

12References to the “Company”, “us”, “our”, or “we” refer to Charlton Aria Acquisition Corporation. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes herein.

WeThe following discussion ~~also~~and ~~issued~~analysis toof ~~Clear~~the ~~Street~~Company’s ~~LLC,~~financial ~~the~~condition ~~representative~~and results of ~~the~~operations ~~underwriters~~should ofbe ~~the~~read ~~IPO~~in ~~(the~~conjunction ~~“Representative”),~~with ~~75,000~~our ~~Class~~audited Afinancial ~~Ordinary~~statements ~~Shares~~and asthe ~~part~~notes ofrelated ~~the~~thereto ~~underwriting~~which ~~compensation~~are ~~(the~~included in “~~Representative~~Item ~~Shares~~8. Financial Statements and Supplementary Data”) of this Annual Report on ~~the~~Form ~~closing~~10-K. ofCertain information contained in the ~~IPO.~~discussion ~~The~~and ~~Representative Shares~~analysis ~~are~~set ~~identical~~forth tobelow ~~the~~includes ~~Class~~forward-looking Astatements Our ~~Ordinary~~actual ~~Shares~~results ~~included~~may differ materially from those anticipated in ~~the~~these ~~Units~~forward-looking statements as a result of many factors, ~~with~~including those ~~certain~~set ~~exceptions~~forth under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K..

The underwriters have been granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any. On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.Overview

~~Since~~Charlton Aria Acquisition ~~our~~Corporation ~~IPO,~~(the ~~our~~“Company”) ~~sole~~is ~~business~~a ~~activity~~blank ~~has~~check ~~been~~company ~~identifying~~incorporated in the Cayman Islands on March 22, ~~evaluating~~2024 ~~suitable~~as ~~acquisition~~an ~~transaction~~exempted ~~candidates~~company with ~~and~~limited ~~preparing~~liability. The Company was formed for ~~consummation~~ the purpose of aneffecting ~~initial~~a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). We ~~presently~~intend ~~have~~to noeffectuate ~~revenue~~our ~~and~~initial ~~have~~business ~~had~~combination ~~losses~~using ~~since~~cash ~~inception~~ from ~~incurring~~the ~~formation~~proceeds ~~and~~of ~~operating~~our IPO (as defined ~~costs.~~below), WePrivate ~~have~~Placement ~~relied~~(as ~~upon~~defined below), and the sale of our ~~securities~~shares, ~~and~~debt ~~loans~~or ~~from~~a ~~the~~combination ~~sponsor~~of cash, equity and ~~other~~debt. ~~parties~~We expect to continue ~~fund~~to incur significant costs in the pursuit of our ~~operations~~acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

~~The sales~~Our ofInitial ~~the~~Public ~~Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales.~~Offering

~~Separation~~On October 25, 2024, we consummated our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”), and one right (the “Rights”) of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary (the “Public Rights”). The Public Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, we consummated a private placement (the “Private Placement”) with ST Sponsor II Limited, our sponsor (the “sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,400,000. Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”). The terms and provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the Company’s initial business combination. On October 25, 2024, a total of $75,187,500 of the net proceeds from the IPO and the Private Placement was deposited in a trust account (the “trust account”) established for the benefit of the Company’s Public Shareholders at a U.S. based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

~~On November~~We ~~25,~~also ~~2024~~issued to Clear Street LLC, the ~~Company~~representative ~~announced~~of ~~that~~the ~~holders~~underwriters of the ~~Company’s~~IPO ~~Public~~(the ~~Units~~“Representative”), ~~may~~75,000 ~~elect~~Class toA ~~separately~~Ordinary ~~trade~~Shares as part of the underwriting ~~Public~~compensation (the “Representative Shares ~~and~~”) ~~Public~~on ~~Rights~~the ~~from~~closing of the ~~Public~~IPO. ~~Units,~~The ~~commencing~~Representative onShares orare ~~about~~identical to ~~November~~the 26Class A Ordinary Shares included in the Units, ~~2024~~with certain exceptions.

The ~~Class~~underwriters Ahave ~~ordinary~~been granted ~~shares~~a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any. On November ~~and~~19, ~~rights~~2024, ~~trade~~the onRepresentative exercised the ~~Nasdaq~~Over-allotment ~~Global~~Option ~~Market~~in part, and purchased 1,000,000 Units (the “~~Nasdaq~~Option Units”), generating ~~under~~gross ~~the~~proceeds ~~symbols~~of ~~“CHAR”~~$10,000,000. Simultaneously with the issuance and ~~“CHARR”~~sale of the Option Units, ~~respectively.~~the Company completed a private placement sale of 15,000 Private Placement Units ~~not~~(the ~~separated~~“Additional ~~continue~~Private Placement Units”) to ~~trade~~the onsponsor ~~Nasdaq~~at ~~under~~a ~~the~~purchase ~~symbol~~price of ~~“CHARU~~$10.”00 Private Placement Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.

~~Cancellation~~Since our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of ~~Founder~~an ~~Shares~~initial business combination. 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.

~~On December~~In 9,connection ~~2024,~~with ~~after~~ the ~~expiration~~ offering of the ~~Over-Allotment~~ Option, ~~pursuant~~Units toand the ~~IPO~~sale ~~Prospectus~~of ~~and~~Additional Private Placement Units, the ~~founder~~proceeds ~~share~~of ~~purchase~~$10,025,000 ~~agreement between~~from the ~~Company~~proceeds ~~and~~of the ~~sponsor,~~offering of the ~~Company~~Option Units and the ~~sponsor~~sale ~~agreed~~of toAdditional ~~cancel~~Private ~~31,250~~Placement ~~Class~~Units Bwere ~~ordinary~~placed ~~shares~~in of the ~~Company~~trust soaccount ~~that our~~established ~~insiders~~for ~~would~~the ~~collectively~~benefit ~~own 20.0%~~ of the ~~our~~Company’s ~~issued~~public shareholders and ~~outstanding~~the ~~shares~~underwriters ~~after~~of the IPO~~. As a result~~, ~~2,125,000~~with ~~founder~~Continental ~~shares~~Stock ~~remained issued~~Transfer ~~and~~& ~~outstanding~~Trust asCompany aacting ~~result~~as trustee.

~~Results~~The sales of the Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of ~~Operations~~the Securities Act. No commissions were paid in connection with such sales.

WeSeparation have neither engaged in any operations nor generated any revenues to date. Our only activities from March 22, 2024 (inception) to December 31, 2024 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest income on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.Units

13On November 25, 2024, the Company announced that holders of the Company’s Public Units may elect to separately trade the Public Shares and Public Rights from the Public Units, commencing on or about November 26, 2024.

~~For~~The ~~the~~Class ~~period~~A ~~from~~ordinary ~~March~~shares ~~22,~~and ~~2024~~rights ~~(inception)~~trade ~~through December 31, 2024, we had a net income of $266,838, which consisted of dividend earned~~ on ~~investments~~the ~~held in~~Nasdaq ~~trust~~Global ~~account~~Market of(“Nasdaq”) ~~$657,624,~~under ~~interest~~the ~~income~~symbols of“CHAR” ~~$2,612,~~ and ~~the change in fair value of over-allotment option liability of $197~~“CHARR”,~~895,~~ respectively. ~~which~~Units ~~was~~not ~~offset~~separated bycontinue ~~formation~~to ~~and~~trade ~~operating~~on ~~costs~~Nasdaq ofunder ~~$341,598~~the ~~and~~symbol ~~stock-based compensation expense of $249,695~~“CHARU.”

~~Liquidity and~~Cancellation ~~Capital~~of ~~Resources~~Founder Shares

~~The~~On December 9, 2024, after ~~Company’s~~the ~~liquidity~~expiration ~~needs~~of upthe Over-Allotment Option, pursuant to ~~December~~the ~~31,~~IPO ~~2024~~Prospectus ~~had~~and ~~been~~the ~~satisfied~~founder ~~through~~share apurchase ~~payment~~agreement ~~from~~between the Company and the sponsor, ofthe ~~$25~~Company and the sponsor agreed to cancel 31,~~000~~250 ~~for~~Class B ordinary shares of the ~~founder~~Company so that our insiders would ~~shares~~collectively toown ~~cover~~20.0% ~~certain~~of ~~offering~~our ~~costs~~issued and ~~the~~outstanding ~~proceeds~~shares ~~from~~after the ~~public~~IPO. ~~offering~~As a result, 2,125,000 founder shares remained issued and ~~private~~outstanding as ~~placements~~a result.

Following the closing of the IPO and sale of the Private Placement Units on October 25, 2024 and the exercising of over-allotment option in part on November 19, 2024, a total of $85,212,500 was placed in the trust account, and we had $564,299 of cash held outside of the trust account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, we incurred $3,408,558 in transaction costs, consisting of $1,275,000 of underwriting fees, $1,700,000 of deferred underwriting fees, $92,195 of the Representative Shares (as discussed below), and $341,363 of other offering costs.13

~~In conjunction~~Change ~~with the IPO and the exercising of over-allotment option~~ in ~~part,~~Control ~~the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value~~ of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $92,195. Sponsor

AsOn ofMay ~~December 31~~13, ~~2024~~2025, Sunny Tan Kah Wei, the ~~Company~~sole ~~had~~shareholder ~~cash~~of our sponsor closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor Sale SPA”), dated as of ~~$447~~May 12,~~419~~ ~~and~~2025, ~~working~~with ~~capital~~Sovereign ofGlobal ~~$407~~Trust LLC,~~150~~ a Delaware limited liability company (“Buyer”).

~~For~~Pursuant to the ~~period~~Sponsor ~~from March 22, 2024 (inception) through December 31,~~Sale ~~2024~~SPA, ~~there~~Mr. ~~was~~Wei ~~$171,290~~sold all of ~~cash~~his ~~used~~shares in ~~operating~~the ~~activities~~sponsor, ~~resulting~~representing ~~from~~a ~~dividend~~100% ~~earned~~interest ~~on investments held in trust account of $657~~therein,~~624, the~~ ~~change~~to ~~in fair value of over-allotment option liability of $197~~Buyer,~~895,~~ and ~~increase~~Buyer inbecame ~~prepaid~~the ~~expenses~~sole shareholder of ~~$9,365~~our sponsor. The ~~changes~~purchase ~~were offset~~price bywas ~~net income of~~ $~~266~~4,~~838~~000,000 ~~formation~~consisting ~~and~~of ~~operating~~funds ~~costs~~held ~~paid~~ by ~~Sponsor~~Buyer offor ~~$127~~investment purposes,~~427,~~ ~~stock-based~~paid ~~compensation~~in ~~expense~~cash ofat ~~$249~~closing,~~695,~~ ~~the~~plus ~~increase~~customary intransaction ~~accounts~~costs. ~~payable~~This ~~and~~transaction ~~accrued~~is ~~expenses~~referred ofto ~~$35,884,~~below ~~and~~as the ~~increase~~“Sponsor ~~in due to related parties of $13,750~~Transaction.”

~~For~~Buyer’s sole member and sole ~~the~~manager ~~period~~is ~~from~~Valley ~~March~~Point 22Limited, ~~2024~~a British Virgin Islands corporation (~~inception~~“Valley Point”). ~~through~~Accordingly, ~~December~~Valley ~~31,~~Point ~~2024,~~is ~~there~~now ~~was~~the sole ~~$85~~shareholder of the sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares and other securities held by the sponsor. Valley Point’s sole member and sole manager is Chen Siak Chan,~~212,500~~ a resident and citizen of ~~cash~~Singapore. ~~used~~Accordingly, Chen Siak Chan, in ~~investing~~his ~~activities~~capacity ~~resulting from~~as sole member and sole manager of Valley Point, the ~~purchase~~sole shareholder of the sponsor, is also deemed to have sole voting and investment discretion with respect to our shares and other securities held inby ~~trust~~the ~~account~~sponsor.

~~For~~Results ~~the period from March 22, 2024 (inception) through December 31, 2024, there was $85,831,209~~ of cash provided by financing activities resulting from the proceeds of the IPO of $85,000,000 and the proceeds from the Private Placement of $2,550,000. The changes were offset by the repayment of a promissory note to the sponsor of $273,969, the payment of the underwriter’s discount, net of reimbursement of IPO offering costs, of $1,062,500, and the payment of IPO offering costs of $382,322.Operations

We ~~intend~~ tohave ~~use~~neither ~~the~~engaged ~~funds~~in any ~~held~~operations ~~outside~~nor ~~the~~generated ~~trust~~any ~~account~~revenues to ~~primarily~~date. ~~identify~~Our ~~and~~only ~~evaluate~~activities ~~target~~from ~~businesses~~March 22, ~~perform~~2024 ~~business~~(inception) ~~due~~to ~~diligence on~~December ~~prospective~~31, ~~target~~2025 ~~businesses~~were organizational activities, ~~travel~~those necessary to prepare for the IPO, described below, and, ~~from~~after the ~~offices~~IPO, ~~plants~~identifying ora ~~similar~~target ~~locations~~company for an initial business combination. We do not expect to generate any operating revenues until after the completion of ~~prospective~~our ~~target~~initial ~~businesses~~business orcombination. ~~their~~We may ~~representatives~~generate ornon-operating ~~owners,~~income ~~review~~in ~~corporate~~the ~~documents~~form ~~and~~of ~~material~~interest ~~agreements~~income on investments held in the trust account. We incur expenses as a result of being ~~prospective~~a ~~target~~public ~~businesses~~company (for legal, ~~structure~~financial reporting, ~~negotiate~~ accounting and ~~complete~~auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

~~In order~~For ~~to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and~~ the ~~sponsor~~year ~~(together,~~ended ~~the “insiders”)~~December ~~or their affiliates or designees may~~31, ~~but are not obligated to~~2025, ~~loan~~we ushad ~~funds~~a asnet ~~may~~income beof ~~required. If the Company completes the initial business combination~~$2, ~~it would repay such loaned amounts. In the event that the initial business combination does not close~~982,042, wewhich ~~may~~consisted ~~use a portion~~ of ~~the~~dividend ~~working~~earned ~~capital~~on ~~held~~cash ~~outside~~and ~~the~~investments ~~trust~~held ~~account~~in ~~to repay such loaned amounts but no proceeds from the~~ trust account ~~would be~~of ~~used for such repayment. Up to~~ $3,~~000~~574,~~000 of such loans (the “Working Capital Loans”) may be convertible into Units of~~409 ~~the~~and ~~Company,~~interest atincome ~~a price~~ of $~~10.00~~3,178, ~~per~~which ~~Unit~~was ~~(the~~partially ~~“Working~~offset ~~Capital~~by ~~Units”)~~formation atand ~~the~~operating ~~option~~costs of ~~the lender. As of December 31~~$595, ~~2024, the Company had no borrowings under the Working Capital Loans~~545.

14For the period from March 22, 2024 (inception) through December 31, 2024, we had a net income of $266,838, which consisted of dividend earned on cash and investments held in trust account of $657,624, interest income of $2,612, and the change in fair value of over-allotment option liability of $197,895, which was partially offset by formation and operating costs of $341,598 and stock-based compensation expense of $249,695.

~~We do~~Liquidity not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and ~~negotiating~~Capital an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection with such initial business combination.Resources

~~Off-Balance~~The Company’s liquidity ~~Sheet~~needs ~~Financing~~up ~~Arrangements~~to December 31, 2025 had been satisfied through a payment from the sponsor of $25,000 for the founder shares to cover certain offering costs and the proceeds from the public offering and private placements.

WeFollowing the closing of ~~have~~the noIPO ~~obligations,~~and ~~assets~~sale orof ~~liabilities~~the Private Placement Units on October 25, ~~which~~2024 ~~would~~and bethe ~~considered~~exercising ~~off~~of over-~~balance~~allotment ~~sheet~~option ~~arrangements~~in aspart ofon ~~December~~November 3119, 2024., Wea dototal ~~not participate~~of in$85,212,500 ~~transactions~~was ~~that~~placed ~~create~~in ~~relationships~~the ~~with~~trust ~~unconsolidated~~account, ~~entities~~and orwe ~~financial~~had ~~partnerships~~$564,299 ~~often~~of ~~referred~~cash toheld asoutside ~~variable interest~~of ~~entities,~~the ~~which~~trust ~~would~~account, ~~have~~after ~~been~~payment of ~~established~~costs ~~for~~related to the ~~purpose~~IPO, ofand ~~facilitating~~available ~~off-balance~~for ~~sheet~~working ~~arrangements~~capital purposes. WeIn ~~have~~connection ~~not~~with ~~entered into~~the ~~any~~IPO, ~~off-balance~~we ~~sheet~~incurred ~~financing~~$3,408,558 ~~arrangements~~in transaction costs, ~~established~~consisting ~~any~~of ~~special~~$1,275,000 ~~purpose~~of ~~entities~~underwriting fees, ~~guaranteed~~$1,700,000 ~~any~~of ~~debt~~deferred orunderwriting ~~commitments~~fees, $92,195 of ~~other~~the Representative Shares (as ~~entities~~discussed below), orand ~~purchased~~$341,363 ~~any~~of ~~non-financial~~other ~~assets~~offering costs.

~~Contractual Obligations~~14

~~Registration~~In conjunction with the IPO ~~Rights~~and the exercising of over-allotment option in part, the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $92,195.

~~The holders~~As of ~~the~~December ~~founder~~31, ~~shares~~2025, ~~and~~the ~~Private~~Company ~~Placement~~had ~~Units,~~cash ~~including~~of ~~any~~$5,135 ~~Working~~and ~~Capital~~working ~~Units~~capital deficit of ~~those~~$185,217. ~~issued~~The ~~upon~~Company ~~conversion~~expects ofto incur significant ~~Working~~professional ~~Capital~~costs ~~Loans~~to ~~will~~remain beas ~~entitled~~a topublicly ~~registration~~traded ~~rights~~company ~~pursuant~~and to aincur ~~registration~~significant ~~rights~~transaction ~~agreement~~costs ~~signed~~in onpursuit ~~October~~of ~~24,~~the ~~2024~~consummation of byan ~~and~~initial ~~among~~business combination. In connection with the Company’s ~~and~~assessment ~~the~~of ~~insiders.~~going ~~The~~concern ~~holders~~considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of ~~these~~Uncertainties ~~securities~~about ~~are~~an ~~entitled~~Entity’s Ability to ~~make~~Continue as upa Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue ~~three~~as ~~demands,~~a ~~excluding~~going ~~short~~concern ~~form~~within ~~demands,~~one year after the date that the ~~Company~~financial ~~register~~statements are issued. Management’s plan in addressing ~~such~~this ~~securities~~uncertainty is through the Working Capital Loans, as defined in Note 5 of the financial statements. In addition, if the ~~holders~~Company ~~have~~is unable ~~certain~~to ~~“piggy-back”~~complete ~~registration~~an ~~rights~~initial ~~with~~business ~~respect~~combination towithin ~~registration statements~~the ~~filed~~Combination ~~after~~Period by July 25, 2026, unless further extended, the ~~completion~~Company’s board of ~~our~~directors ~~initial~~would ~~business~~proceed ~~combination~~to commence a voluntary liquidation and ~~rights~~thereby toa ~~require~~formal dissolution of the Company. toThere ~~register~~is ~~for~~no ~~resale~~assurance ~~such~~that ~~securities~~the ~~pursuant~~Company’s plans to ~~Rule~~consummate ~~415~~an ~~under~~initial business combination will be successful within the ~~Securities~~Combination ~~Act~~Period. ~~The~~As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ~~will~~ability ~~bear~~to continue as a going concern within one year after the ~~costs~~date ~~and~~that ~~expenses~~the offinancial ~~filing~~statements ~~any~~are ~~such~~issued. The financial statement does not include any ~~registration~~adjustments ~~statements~~that might result from the outcome of this uncertainty.

~~Underwriting~~For the year ended December ~~Agreement~~31, 2025, there was $543,165 of cash used in operating activities resulting from dividend earned on investments held in trust account of $3,574,409 and the decrease in accounts payable and accrued expenses of $2,007. The changes were partially offset by net income of $2,982,042, the decrease in prepaid expenses of $1,209, and the increase in due to related parties of $50,000.

WeFor ~~granted~~ the ~~underwriters~~period from March a22, ~~45-day~~2024 ~~option~~(inception) ~~from~~through ~~the~~December ~~date~~31, 2024, there was $171,290 of ~~the~~cash ~~IPO~~used toin ~~purchase~~operating upactivities toresulting 1from dividend earned on investments held in trust account of $657,~~125~~624,~~000~~ ~~additional~~the ~~Public~~change ~~Units~~in tofair ~~cover~~value of over-~~allotments,~~allotment ifoption ~~any~~liability of $197,895, atand ~~the~~increase ~~IPO~~in ~~price~~prepaid ~~less~~expenses ~~the~~of ~~underwriting~~$9,365. ~~discounts~~The changes were partially offset by net income of $266,838, formation and ~~commissions.~~operating ~~The underwriters~~costs ~~had~~paid ~~exercised~~by Sponsor ~~the~~of ~~over~~$127,427, stock-~~allotment~~based ~~option~~compensation expense of $249,695, the increase in ~~part~~accounts payable and ~~purchased~~accrued 1expenses of $35,~~000~~884,~~000~~ ~~Public~~and ~~Units~~the onincrease in ~~November~~due ~~19,~~to ~~2024~~related parties of $13,750.

~~The underwriters~~For ~~received a cash underwriting discount of $0.15 per Public Unit, or $1,275,000 in~~ the ~~aggregate~~year ~~and~~ended ~~paid at the closing of~~December ~~the IPO and the exercising of over-allotment option in part. In addition~~31, ~~the underwriters will be entitled to a deferred fee of $0.20 per Public Unit~~2025, orthere ~~approximately~~were ~~$1,700,000~~no ininvesting ~~the aggregate upon the consummation of an initial business combination~~activities. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes its initial business combination, subject to the terms of the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

~~Critical~~For the period from March ~~Accounting~~22, ~~Estimates~~2024 (inception) through December 31, 2024, there was $85,212,500 of cash used in investing activities resulting from the purchase of investment held in trust account.

~~The~~For ~~preparation of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~year ~~States~~ended ~~of America~~December ~~(the~~31, ~~“US~~2025, ~~GAAP”)~~there ~~requires~~was ~~management~~$100,881 ~~to make estimates and assumptions that affect the reported amounts~~ of ~~assets and~~cash ~~liabilities~~provided ~~and~~by ~~disclosure~~financing ofactivities ~~contingent~~resulting ~~assets~~from ~~and liabilities at~~ the ~~date~~proceeds offrom ~~the~~working ~~financial~~capital ~~statements~~loan ~~and the reported amounts of expenses during the reporting period. Actual results could differ~~ from ~~those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of~~ a ~~condition, situation or set of circumstances~~related ~~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~~party. ~~We did not identify any critical accounting estimates.~~

~~Recent~~For the period from March ~~Accounting~~22, ~~Pronouncements~~2024 (inception) through December 31, 2024, there was $85,831,209 of cash provided by financing activities resulting from the proceeds of the IPO of $85,000,000 and the proceeds from the Private Placement of $2,550,000. The changes were partially offset by the repayment of a promissory note to the sponsor of $273,969, the payment of the underwriter’s discount, net of reimbursement of IPO offering costs, of $1,062,500, and the payment of IPO offering costs of $382,322.

InWe ~~November~~intend ~~2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements~~ to ~~Reportable~~use ~~Segment~~the ~~Disclosures. The~~funds ~~amendments~~held inoutside ~~this ASU require~~the ~~disclosures,~~trust onaccount ~~an annual and interim basis, of significant segment expenses that are regularly provided~~ to ~~the~~primarily ~~chief~~identify ~~operating~~and ~~officer~~evaluate ~~decision~~target ~~maker (“CODM”)~~businesses, asperform ~~well~~business asdue ~~the~~diligence ~~aggregate~~on ~~amount~~prospective ~~of other~~target ~~segment~~businesses, ~~items~~travel ~~included~~to inand from the ~~reported~~offices, ~~measure~~plants ~~of segment profit~~ or ~~loss.~~similar ~~The ASU requires~~locations ~~that a public entity disclose the title and position~~ of ~~the~~prospective ~~CODM~~target ~~and~~businesses anor ~~explanation~~their ofrepresentatives ~~how the CODM uses the reported measure(s) of segment profit~~ or ~~loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods~~owners, ~~and entities with a single reportable segment are required~~ toreview ~~provide~~corporate ~~all~~documents ~~the disclosures required by the amendments in this ASU~~ and ~~existing~~material ~~segment~~agreements ~~disclosures~~of inprospective ~~Topic 280. This ASU is~~target ~~effective for fiscal years beginning after December 15~~businesses, ~~2023~~structure, negotiate and ~~interim~~complete ~~periods~~an ~~within~~initial ~~fiscal years~~business ~~beginning after December 15, 2024, with early adoption permitted~~combination. ~~We adopted this ASU for the year ended December 31, 2024 and there was no material effect on our financial statements.~~

~~Management~~In ~~does~~order ~~not~~to ~~believe~~fund working ~~that~~capital ~~any~~deficiencies ~~recently~~or ~~issued~~finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor (together, the “insiders”) or their affiliates or designees may, but are not ~~effective~~obligated to, ~~accounting~~loan ~~standards~~us funds as may be required. If the Company completes the initial business combination, ifit ~~currently~~would ~~adopted~~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 the trust account would ~~have~~be used for such repayment. Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of the Company, at a ~~material~~price ~~effect~~of on$10.00 ~~our~~per ~~financial~~Unit (the “Working Capital Units”) at the option of ~~statements~~the lender. As of December 31, 2025 and 2024, the Company had borrowings of $100,881 and $0 under the Working Capital Loans.

15We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional securities or incur debt in connection with such initial business combination. In addition, if we are unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further extended, the board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution. There is no assurance that our plans to consummate an initial business combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about our ability to continue as a going concern.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~15

~~Not~~Off-Balance ~~applicable.~~Sheet Financing Arrangements

~~Item~~We have no obligations, assets 8or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. ~~Financial~~We ~~Statements~~do ~~and~~not ~~Supplementary~~participate ~~Data~~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.

~~Reference is~~Contractual ~~made to Pages F-1 through F-18 comprising a portion of this Annual Report on Form 10-K.~~Obligations

~~Item 9.~~Registration ~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~Rights

~~Not~~The holders of the founder ~~applicable~~shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and the insiders. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements.

16Underwriting Agreement

~~Item~~We granted the underwriters 9Aa 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. ~~Controls~~The underwriters had exercised the over-allotment option in part and ~~Procedures~~purchased 1,000,000 Public Units on November 19, 2024.

~~Evaluation~~The underwriters received a cash underwriting discount of ~~Disclosure~~$0.15 ~~Controls~~per Public Unit, or $1,275,000 in the aggregate and ~~Procedures~~paid at the closing of the IPO and the exercising of over-allotment option in part. In addition, the underwriters will be entitled to a deferred fee of $0.20 per Public Unit, or approximately $1,700,000 in the aggregate upon the consummation of an initial business combination. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes its initial business combination, subject to the terms of the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

~~Disclosure controls~~Critical ~~are~~Accounting procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing and the material weaknesses on internal controls over financial reporting identified below, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report. Estimates

~~We do~~The ~~not~~preparation ~~expect~~of ~~that~~financial statements ~~our~~in ~~disclosure~~conformity ~~controls~~with ~~and~~accounting ~~procedures~~principles ~~will~~generally ~~prevent~~accepted ~~all~~in ~~errors~~the ~~and~~United ~~all~~States ~~instances~~ of ~~fraud.~~America ~~Disclosure~~(the ~~controls~~“US ~~and~~GAAP”) requires ~~procedures,~~management noto ~~matter~~make ~~how~~estimates ~~well conceived~~ and ~~operated,~~assumptions ~~can provide only reasonable, not absolute, assurance~~ that affect the ~~objectives~~reported amounts of ~~the disclosure~~assets ~~controls~~ and ~~procedures~~liabilities ~~are~~and ~~met.~~disclosure ~~Further, the design~~ of ~~disclosure~~contingent ~~controls~~ assets and ~~procedures~~liabilities ~~must~~at ~~reflect~~ the ~~fact~~date ~~that~~of ~~there are~~the ~~resource~~financial ~~constraints,~~statements and the ~~benefits~~reported ~~must~~amounts beof ~~considered~~expenses ~~relative~~during tothe ~~their~~reporting ~~costs~~period. ~~Because~~Actual ~~of the inherent limitations in all disclosure~~results ~~controls~~could ~~and~~differ ~~procedures,~~from nothose ~~evaluation~~estimates. ofMaking ~~disclosure~~estimates ~~controls~~requires ~~and~~management ~~procedures~~to ~~can~~exercise ~~provide~~significant ~~absolute~~judgment. ~~assurance~~It ~~that~~is weat ~~have~~least ~~detected~~reasonably ~~all~~possible ~~our~~that ~~control~~the ~~deficiencies~~estimate ~~and~~of ~~instances~~the effect of ~~fraud~~a condition, ifsituation ~~any.~~or ~~The~~set ~~design~~ of ~~disclosure~~circumstances ~~controls~~that ~~and~~existed ~~procedures~~at ~~also~~the isdate ~~based~~of ~~partly~~the onfinancial ~~certain~~statements, ~~assumptions~~which ~~about~~management ~~the~~considered ~~likelihood~~in offormulating ~~future~~its ~~events~~estimate, ~~and~~could ~~there~~change ~~can~~in bethe nonear ~~assurance~~term ~~that~~due ~~any~~to ~~design~~one ~~will~~or ~~succeed~~more infuture ~~achieving~~confirming ~~its~~events. ~~stated~~We ~~goals~~did ~~under~~not ~~all~~identify ~~potential~~any ~~future~~critical ~~conditions~~accounting estimates.

~~Management’s Report~~Recent onAccounting ~~Internal Controls over Financial Reporting~~Pronouncements

~~As required~~In byNovember ~~SEC~~2024, ~~rules~~the ~~and~~FASB ~~regulations~~issued ~~implementing~~Accounting ~~Section 404~~Standards ofUpdate ~~the~~(“ASU”) ~~Sarbanes~~2024-~~Oxley~~03, ~~Act~~“Income ofStatement-Reporting ~~2002,~~Comprehensive Income-Expense asDisaggregation ~~amended,~~Disclosures ~~our~~(Subtopic ~~management~~220-40): isDisaggregation ~~responsible~~of ~~for establishing~~Income ~~and~~Statement ~~maintaining~~Expenses”, ~~adequate~~requiring ~~internal~~public ~~control~~entities to ~~over~~disclose ~~financial~~additional ~~reporting.~~information ~~Our~~about ~~internal~~specific ~~control~~expense ~~over~~categories ~~financial~~in ~~reporting~~the ~~is designed~~notes to ~~provide~~the ~~reasonable~~unaudited ~~assurance~~financial ~~regarding~~statements ~~the~~on ~~reliability~~an ofinterim and ~~financial~~annual ~~reporting~~basis. ~~and~~ASU ~~the~~2024-03 ~~preparation~~is ofeffective ~~our~~for ~~financial statements~~fiscal ~~for~~years ~~external~~beginning ~~reporting~~after ~~purposes~~December in15, ~~accordance~~2026, ~~with~~and ~~accounting~~for ~~principles~~interim ~~generally~~periods ~~accepted~~beginning inafter December ~~the~~15, ~~United~~2027, ~~States~~with ofearly ~~America (“US~~adoption ~~GAAP”)~~permitted. ~~Our~~The ~~internal~~Company ~~control~~is ~~over~~currently ~~financial~~evaluating ~~reporting~~the ~~includes~~impact ~~those policies~~of ~~and~~adopting ~~procedures~~ASU ~~that:~~2024-03.

~~(1)~~Management ~~pertain~~does tonot ~~the~~believe ~~maintenance~~that ofany ~~records~~recently ~~that~~issued, inbut ~~reasonable~~not ~~detail~~effective, ~~accurately~~accounting ~~and~~standards, ~~fairly~~if ~~reflect~~currently ~~the~~adopted, ~~transactions~~would ~~and~~have ~~dispositions~~a ofmaterial effect ~~the~~on ~~assets of~~ our ~~company,~~financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and16

~~(3)~~Item ~~provide~~7A. ~~reasonable~~Quantitative ~~assurance~~and ~~regarding~~Qualitative ~~prevention~~Disclosures orAbout ~~timely~~Market ~~detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~Risk

17Not applicable.

~~Because of~~Item ~~its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements~~8. ~~Also,~~Financial ~~projections~~Statements 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 on December 31, 2024. 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~~Supplementary criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024 due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keepingData.

~~Management~~Reference ~~intends~~is tomade ~~implement remediation steps~~ to ~~improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel~~Pages ~~and~~F-1 ~~insufficient~~through written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the initial business combination and to identify thirdF-~~party professionals~~18 ~~with~~comprising ~~whom~~a toportion ~~consult regarding complex accounting applications and consideration~~ of ~~additional~~this ~~staff~~Annual ~~with~~Report ~~the~~on ~~requisite experience~~Form ~~and training to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process~~10-K.

~~This Annual~~Item ~~Report~~9. onChanges ~~Form~~in ~~10-K~~and ~~does~~Disagreements ~~not~~With ~~include~~Accountants anon ~~attestation~~Accounting ~~report~~and ofFinancial ~~our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act~~Disclosure.

~~Changes in~~Not ~~Internal Control over Financial Reporting~~applicable.

~~During the~~Item ~~period~~9A. ~~covered~~Controls byand this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingProcedures.

~~Item 9B.~~Evaluation ~~Other~~of ~~Information.~~Disclosure Controls and Procedures

~~Not~~Disclosure controls are procedures ~~applicable~~that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing and the material weaknesses on internal controls over financial reporting identified below, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

~~Item~~We do not expect that our 9Cdisclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure ~~Regarding~~controls ~~Foreign~~and ~~Jurisdictions~~procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that ~~Prevent~~the ~~Inspections~~objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Not applicable.~~Management’s Report on Internal Controls over Financial Reporting

18As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our internal control over financial reporting includes those policies and procedures that:

~~PART III~~(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

~~Item 10.~~(2) ~~Directors~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, ~~Executive~~and ~~Officers~~that our receipts and ~~Corporate~~expenditures ~~Governance.~~are being made only in accordance with authorizations of our management and directors, and

~~Directors and~~(3) ~~Executive~~provide ~~Officers~~reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~Our current directors and executive officers, their ages and positions are as follows:~~17

Name	Age	Position
Robert (Will) W. Garner	47	Chief Executive Officer, Director, and Chairman
Yuanmei Ma	53	Chief Financial Officer, and Director
Stephen Markscheid	70	Independent Director
Umesh Patel	67	Independent Director
Mark Chaney	57	Independent Director

Because of its inherent limitations, internal control over financial 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 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 on December 31, 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 did not maintain effective internal control over financial reporting as of December 31, 2025 due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

~~Below~~Management intends to implement isremediation asteps ~~summary~~to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the initial business ~~experience~~combination and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of ~~each~~additional ~~our~~staff ~~executive~~with ~~officers~~the requisite experience and ~~directors:~~training to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process.

~~Robert (Will)~~This W.Annual ~~Garner, Chief~~Report ~~Executive~~on ~~Officer, Chairman and Director, is an experienced attorney, advisor and investor.~~Form He joined the Company as CEO, Chairman, and Director in June 2024. Since October 2024, Mr. Garner has served as an independent director for Rising Dragon Acquisition Corporation (Nasdaq: RDACU), a Cayan Islands special acquisition company (SPAC). Since January 2020, he has served as an advisor and attorney with Latitude Consultancy Limited, an investment10-~~based immigration~~K ~~service~~does ~~provider,~~not asinclude ~~a litigation discovery review attorney with several law firms, and as~~ an ~~advisor~~attestation ~~for~~report Greenwing Ventures, a boutique Canadian merchant bank. Since 2013, Mr. Garner has also served as an advisor for Vulpes Investment Management Pte. Ltd., a Singapore based alternative investment manager, providing business development and fundraising advisory services for US clients and partners. Previously, from 2016 to 2020, he was the principal of ~~Garner~~our ~~Law~~independent ~~Group,~~registered anpublic ~~immigration~~accounting ~~law~~ firm hedue ~~founded. From 2016~~ to ~~2019,~~our hestatus ~~also served~~ as ~~the~~an ~~founder~~emerging ~~and director~~growth ofcompany ~~operations~~under ~~of Lucky Dawgs Brewing Company, a brewery based in Hong Kong. Mr. Garner received a J.D. degree from~~ the ~~William~~JOBS SAct. Boyd School of Law, the University of Nevada, Las Vegas, a M.B.A. from the University of Florida, and a Bachelor’s Degree in Finance from the University of Georgia. He also received a certificate for the Stanford LEAD program for executive education at the Stanford Graduate School of Business. He is a member of the Florida Bar.

~~Yuanmei Ma, Chief~~Changes ~~Financial Officer and Director, has extensive financial management experience for public companies. Ms. Ma joined the Company as CFO and Director~~ in ~~April~~Internal ~~2024.~~Control ~~Most~~over ~~recently, Ms. Ma served as Chief~~ Financial Officer and director of Thunder Power Holdings, Inc. (Nasdaq: AIEV), a Taiwanese electronic vehicle developer, after the company’s business combination with Feutune Light Acquisition Corporation, a Delaware special purpose acquisition company (SPAC), from June 2024 to September 2024. Previously, she served as the Chief Financial Officer of Feutune Light Acquisition Corporation from January 2022 to June 2024. Before that, she served as the Chief Financial Officer of Aiways Group, an EV company in California from June 2022 to August 2023, and Mayrock Automotive Inc., a zero-emission commercial mobility company in California from September 2020 to June 2022. Between February 2021 and December 2022, Ms. Ma served as the Chief Financial Officer of Fortune Rise Acquisition Corporation (Nasdaq: FLFV), a Nasdaq listed SPAC. Ms. Ma was the director of investor relation at Highpower International Inc., from August 2016 to November 2019; when it was listed on Nasdaq (Formerly Nasdaq: HPJ). From July 2010 to June 2013, Ms. Ma was the Chief Financial Officer for Baosheng Steel Inc. She was Chief Financial Officer of Yihe Pharmaceutical Company Ltd. between August 2009 to June 2010; and Chief Financial Officer of Zhongpin Inc., (Formerly Nasdaq: HOGS), from September 2005 to October 2008. Ms. Ma holds an Executive MBA degree from both INSEAD Business School and Tsinghua University and a Bachelor’s degree in Accounting from Arkansas State University.Reporting

19During the period covered by this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Stephen Markscheid,~~Item ~~Director, is an experienced public company director and advisor~~9B. HeOther ~~has served as our director since October 2024~~Information. Since 2019, he has served as the Managing Partner of Aerion Capital, a boutique investment firm. Most recently, he has served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He has also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as director of the company. Mr. Markscheid has also served as director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, a SPAC currently in search of a target for business combination. In addition, he also has extensive experience as a board member for several operating companies, including as a director for JinkoSolar Holding Co., Ltd. (NYSE: JKS), an international solar module manufacturer, since 2009; Kingwisoft Technology Group Co. Ltd. (HKX: 8295), a Hong Kong investment holding company, from 2016 to August 2024; Richtech Robotics Inc. (Nasdaq: RR), a Nevada based robotics solutions company, since November 2023; QMIS TBS Capital Group Corp., a Malaysian financial advisory firm, from February to April 2024; Cenntro Inc. (Nasdaq: CENN), a New Jersey based electronic commercial vehicle developer, from November 2023 to April 2024; Fanhua, Inc. (Nasdaq: FANH), a China based financial service firm, from 2007 to 2024; Akso Health Group (Nasdaq: AHG), a Chinese e-commerce platform, from 2017 to 2022; UGE International (XTSX:UGE), a solar installation company, from August 2021 to July 2023. In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Beijing HyperStrong Technology Co. Ltd., Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 to 2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. He was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. He earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. Mr. Markscheid has been nominated to serve as a director of Shepherd Ave Capital Acquisition Corporation, which publicly filed a registration statement in July 2024.

~~Umesh Patel, Director,~~Not ~~is an experienced advisor, investor and executive~~applicable. He has served as our director since October 2024. Mr. Patel has served as a director and the Chief Executive Officer of Fuse Group Holding Inc. (OTC: FUST), a company exploring opportunities in the mining industry, since February 2017 and its Chief Financial Officer since November 2022. Since October 2016, Mr. Patel has served as a director of Nova Lifestyle Inc. (Nasdaq: NYFY), a home furniture design, marketing and manufacturing firm. Since December 2009, Mr. Patel has served as a managing partner of DviBri LLC, a California-based consulting company providing services to private companies interested in conducting initial public offerings, along with other associated securities and investment services. Since March 2013, Mr. Patel has also been a consultant and coordinator for Eos-Petro Inc., an international and domestic petroleum exploration and production company based in Southern California. Mr. Patel received his Bachelor of Commerce degree specializing in audits and accounts, and an Associate degree in hotel management and catering from Maharaja Sayaji Rao University in Baroda, India in 1978.

~~Mark Chaney, Director,~~Item ~~is an experienced real estate developer and investor with more than 20 years of experience~~9C. ~~He has~~Disclosure ~~served~~Regarding asForeign ~~our~~Jurisdictions ~~director~~that ~~since~~Prevent ~~October 2024~~Inspections. He has served as the owner of M J Chaney, Inc., a California based real estate development and investment company, since 1995. In his role, Mr. Chaney has participated in the investment, development, renovation, and constructions of more than 50 real estate projects. In addition, he has also served a consultant to the PGA Tour since 1994, advising the professional golf tournament organizer on sports consulting and golf course design matters. Mr. Chaney received a degree in business from the University of California, Los Angeles.

20Not applicable.

~~Management’s prior experience in SPACs~~18

~~Among our~~PART management, Mr. Garner, our Chairman, CEO and director, has served as an independent director of Rising Dragon Acquisition Corporation, since October 2024, a SPAC currently in search of a target for initial business combination. Ms. Ma, our CFO and director, has previously served as the CFO of Fortune Rise Acquisition Corporation, a position she held at the SPAC from February 2021 until December 2022. During her tenure, the SPAC announced and later terminated a proposed business combination with VCV Digital Technology in 2022. From January 2022 to June 2024, Ms. Ma also served as the CFO of Feutune Light Acquisition Corporation until its business combination with Thunder Power Holding Limited, after which she continued on as CFO and director of the post-combined entity, Thunder Power Holdings, Inc. from June 2024 to September 2024. In addition, Mr. Markscheid, our independent director, has served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He has also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as director of the company. Mr. Markscheid has also served as director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, a SPAC currently in search of a target for business combination, and has been nominated to serve as a director of Shepherd Ave Capital Acquisition Corporation, which publicly filed a registration statement in July 2024. Other than the foregoing, none of our management has been or is currently involved in any other SPACs.III

~~Notwithstanding the~~Item ~~foregoing,~~10. ~~our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses~~Directors, ~~and~~Executive ~~the~~Officers ~~collective experience of our officers~~ and ~~with~~Corporate ~~blank check companies like ours is not significant~~Governance. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for an initial business combination). The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent to the consummation of an initial business combination.

~~Number~~ Directors and ~~Terms~~Executive ~~of Office of~~ Officers ~~and Directors~~

Our ~~board~~ ofcurrent directors ~~consists of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year,~~ and ~~with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving~~ aexecutive ~~three-year term: Class I~~officers, ~~with~~their aages ~~term expiring at the first annual general meeting — Stephen Markscheid; Class II, with a term expiring at the second annual general meeting — Umesh Patel~~ and ~~Mark~~positions ~~Chaney;~~are ~~and~~as ~~Class III, with a term expiring at the third annual general meeting — Will Garner and Yuanmei Ma.~~follows:

Prior to the completion of an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our founder shares. After completion of an initial business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.

Name	Age	Position
Jung Min Lee	54	Chief Executive Officer, acting Chief Financial Officer, Director, and Chairman
Stephen Markscheid	71	Independent Director
Umesh Patel	68	Independent Director

~~Our officers~~Below ~~are~~is ~~appointed~~a bysummary ~~the board~~ of ~~directors and serve at~~ the ~~discretion of the board of directors, rather than for specific~~ ~~terms~~business ofexperience ~~office. Our board~~ of ~~directors~~each ~~is authorized to appoint persons to the offices set forth in~~ our ~~Current~~executive ~~Charter as it deems appropriate. Our Current Charter provide that the board of directors may appoint such~~ officers ~~as they consider necessary on such terms, at such remuneration~~ and ~~to perform such duties, and subject to such provisions as to disqualification and removal as the board of~~ directors ~~may think fit.~~:

21Jung Min Lee has served as our Chief Executive Officer and a director since March 2026. Mr. Lee currently serves as Vice President at Valley Point Limited, an international financial services firm incorporated in the British Virgin Islands, since July 2024, where he focuses on investment consulting, regulatory analysis, and strategic partnership development, advising U.S. corporations on market entry strategies, regulatory frameworks, and cross-border investment opportunities across Asia. From March 2011 to July 2023, he served as Vice President at MiLinks LLC, a trade and investment strategy consulting firm he co-founded, where he focused on cross-border business development and foreign direct investment advisory. From July 2007 to March 2009, Mr. Lee served as an International Financial Advisor at Merrill Lynch in Washington, D.C., where he advised private capital groups on portfolio strategies across equities, mutual funds, alternative investments, and structured products. From July 1999 to March 2003, Mr. Lee served as a Manager in the Information and Technologies Division at LG Electronics in Seoul. Mr. Lee holds an M.S. in Finance from Johns Hopkins University and a B.A. from Hankuk University of Foreign Studies.

~~Committees~~Stephen Markscheid, Director , is an experienced public company director and advisor. He has served as our director since October 2024. Since 2019, he has served as the Managing Partner of Aerion Capital, a boutique investment firm. Most recently, he has served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He has also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as director of the company. Mr. Markscheid has also served as director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, a SPAC currently in search of a target for business combination. In addition, he also has extensive experience as a board member for several operating companies, including as a director for JinkoSolar Holding Co., Ltd. (NYSE: JKS), an international solar module manufacturer, since 2009; Kingwisoft Technology Group Co. Ltd. (HKX: 8295), a Hong Kong investment holding company, from 2016 to August 2024; Richtech Robotics Inc. (Nasdaq: RR), a Nevada based robotics solutions company, since November 2023; QMIS TBS Capital Group Corp., a Malaysian financial advisory firm, from February to April 2024; Cenntro Inc. (Nasdaq: CENN), a New Jersey based electronic commercial vehicle developer, from November 2023 to April 2024; Fanhua, Inc. (Nasdaq: FANH), a China based financial service firm, from 2007 to 2024; Akso Health Group (Nasdaq: AHG), a Chinese e-commerce platform, from 2017 to 2022; UGE International (XTSX:UGE), a solar installation company, from August 2021 to July 2023. In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Beijing HyperStrong Technology Co. Ltd., Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of ~~Directors~~Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 to 2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. He was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. He earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. Mr. Markscheid has been nominated to serve as a director of Shepherd Ave Capital Acquisition Corporation, which publicly filed a registration statement in July 2024.

~~Our~~Umesh Patel, Director ~~board~~, is an experienced advisor, investor and executive. He has served as our director since October 2024. Mr. Patel has served as a director and the Chief Executive Officer of ~~directors~~Fuse Group Holding Inc. (OTC: FUST), a company exploring opportunities in the mining industry, since February 2017 and its Chief Financial Officer since November 2022. Since October 2016, Mr. Patel has ~~two~~served ~~standing~~as ~~committees~~a director of Nova Lifestyle Inc. (Nasdaq: anNYFY), ~~audit~~a ~~committee~~home furniture design, marketing and manufacturing firm. Since December 2009, Mr. Patel has served as a ~~compensation~~managing partner ~~committee~~of DviBri LLC, a California-based consulting company providing services to private companies interested in conducting initial public offerings, along with other associated securities and investment services. Since March 2013, Mr. Patel has also been a consultant and coordinator for Eos-Petro Inc., an international and domestic petroleum exploration and production company based in Southern California. Mr. Patel received his Bachelor of Commerce degree specializing in audits and accounts, and an Associate degree in hotel management and catering from Maharaja Sayaji Rao University in Baroda, India in 1978.

~~Audit Committee~~19

~~We have established an audit committee of the board of directors, which consists of Mr. Markscheid, Mr. Patel and Mr. Chaney, each of whom is an independent director under NASDAQ~~Management’s ~~listing~~prior ~~standards.~~experience Mr. Markscheid is the Chairperson of the audit committee. Our board of directors has determined that each member of our audit committee is independent under the Nasdaq listing standards and applicable SEC rules. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent within one year of the listing of our Class A ordinary shares. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Markscheid qualifies as “audit committee financial expert” as defined in ~~applicable SEC rules.~~SPACs

~~The~~Among our management, Mr. ~~audit~~Markscheid, ~~committee~~our isindependent ~~responsible~~director, has served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He has also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as director of the company. Mr. Markscheid has also served as director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, a SPAC currently in search of a target for business combination, and has been nominated to serve as a director of Shepherd Ave Capital Acquisition Corporation, which publicly filed a registration statement in July 2024. Other than the foregoing, none of our management has been or is currently involved in any other SPACs.

●Notwithstanding ~~meeting~~the ~~with~~foregoing, our officers and directors are not required to commit their full time to our ~~independent~~affairs ~~registered~~and ~~public~~will ~~accounting~~allocate ~~firm~~their ~~regarding,~~time ~~among~~to other ~~issues~~businesses, and ~~audits,~~the collective experience of our officers and ~~adequacy~~with blank check companies like ours is not significant. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our ~~accounting~~business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for an initial business combination). The past successes of our executive officers and ~~control~~directors ~~systems;~~do not guarantee that we will successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent to the consummation of an initial business combination.

●Number ~~monitoring~~and ~~the~~Terms ~~independence~~ of ~~the~~Office ~~independent~~of ~~registered~~Officers ~~public~~and ~~accounting firm;~~Directors

●Our board ~~verifying~~of directors currently consists of three members. The Board is actively seeking qualified candidates to fill the ~~rotation~~vacancies created by the departures of Ms. Yuanmei Ma and Mr. Mark Chaney, and upon the ~~lead~~appointment of such replacements, the board is expected to consist of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (orexcept ~~coordinating~~for those directors appointed prior to our first annual meeting of shareholders) ~~audit~~serving ~~partner~~a ~~having~~three-year ~~primary~~term: ~~responsibility~~Class ~~for~~I, ~~the~~with ~~audit~~a ~~and~~term expiring at the ~~audit~~first ~~partner~~annual ~~responsible~~general ~~for~~meeting ~~reviewing~~— Stephen Markscheid; Class II, with a term expiring at the ~~audit~~second asannual ~~required~~general bymeeting ~~law~~— Umesh Patel; and Class III, with a term expiring at the third annual general meeting — Jung Min Lee.

●Prior ~~inquiring~~to the completion of an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and ~~discussing~~voting ~~with~~at ~~management~~the meeting of our ~~compliance~~board ~~with~~of directors or by a majority of the holders of our founder shares. After completion of an initial business combination, subject to any other special rights applicable ~~laws~~to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and ~~regulations;~~voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares.

●Our ~~pre-approving~~officers ~~all~~are ~~audit~~appointed by ~~services~~the board of directors and ~~permitted~~serve ~~non-audit~~at ~~services~~the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to beappoint ~~performed~~persons byto the offices set forth in our ~~independent~~Current ~~registered~~Charter ~~public~~as ~~accounting~~it ~~firm,~~deems ~~including~~appropriate. Our Current Charter provide that the ~~fees~~board ~~and~~of directors may appoint such officers as they consider necessary on such terms, ofat ~~the~~such ~~services~~remuneration and to beperform such ~~performed;~~duties, and subject to such provisions as to disqualification and removal as the board of directors may think fit.

~~● appointing or replacing the independent registered public accounting firm;~~20

●Committees ~~determining the compensation and oversight~~ of the ~~work~~Board of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;Directors

●Our ~~establishing~~board ~~procedures for the receipt, retention and treatment~~ of ~~complaints~~directors ~~received~~has two bystanding uscommittees: ~~regarding~~an ~~accounting,~~audit ~~internal~~committee ~~accounting~~and ~~controls~~a orcompensation ~~reports which raise material issues regarding our financial statements or accounting policies;~~committee.

●Audit ~~monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and~~Committee

●We ~~reviewing~~have ~~and~~established ~~approving~~an ~~all~~audit committee ~~payments~~of ~~made~~the toboard ~~our~~of ~~existing~~directors, ~~shareholders~~which currently consists of Mr. Markscheid and Mr. Patel, ~~executive~~each ~~officers~~of orwhom is an independent director under NASDAQ’s listing standards. Mr. Markscheid is the Chairperson of the audit committee. Our board of directors has determined that each member of our audit committee is independent under the Nasdaq listing standards and ~~their~~applicable ~~respective~~SEC ~~affiliates~~rules. ~~Any~~Under ~~payments~~the ~~made~~Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of ~~our~~the audit committee, ~~will~~all of whom must be ~~reviewed~~independent within ~~and~~one ~~approved~~year byof ~~our~~the ~~board~~listing of ~~directors,~~our ~~with~~Class A ordinary shares. Each member of the ~~interested~~audit ~~director~~committee oris financially literate and our board of directors ~~abstaining~~has ~~from~~determined ~~such~~that ~~review~~Mr. ~~and~~Markscheid ~~approval~~qualifies as “audit committee financial expert” as defined in applicable SEC rules.

22The audit committee is responsible for:

~~Compensation Committee~~● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

~~We have~~● ~~established~~monitoring ~~a compensation committee of~~ the ~~board~~independence of ~~directors, which consists of Mr. Markscheid, Mr. Patel and Mr. Chaney, each of whom is an independent director under NASDAQ’s listing standards. Mr. Patel is~~ the ~~Chairperson of the compensation committee. Our board of directors has determined that each member of our compensation committee is~~ independent ~~under~~registered ~~the~~public ~~Nasdaq~~accounting listing standards and applicable SEC rules. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the compensation committee, all of whom must be independent within one year of the listing of our Class A ordinary shares.firm;

~~The compensation~~● ~~committee~~verifying isthe rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for: reviewing the audit as required by law;

● ~~reviewing~~inquiring and ~~approving~~discussing onwith anmanagement ~~annual basis the corporate goals and objectives relevant to~~ our ~~Chief~~compliance Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with ~~our~~applicable ~~proxy~~laws ~~statement~~ and ~~annual report disclosure requirements~~regulations; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~Compensation Committee~~● ~~Interlocks~~pre-approving all audit services and ~~Insider~~permitted ~~Participation~~non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

~~None of~~● ~~our~~appointing ~~executive~~or ~~officers~~replacing ~~currently serves, and in~~ the ~~past~~independent ~~year~~registered ~~has~~public ~~not~~accounting ~~served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.~~firm;

~~Code~~● determining the compensation and oversight of ~~Ethics~~ the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

~~We have~~● ~~adopted~~establishing aprocedures ~~Code~~for ofthe ~~Ethics applicable to our directors~~receipt, ~~officers~~retention and ~~employees.~~treatment ~~A copy~~ of ~~the~~complaints ~~Code~~received ofby ~~Ethics will be provided without charge upon request from~~ us. Weregarding ~~intend~~accounting, tointernal ~~disclose~~accounting ~~any~~controls ~~amendments to~~ or ~~waivers~~reports ofwhich ~~certain~~raise ~~provisions~~material ofissues regarding our ~~Code~~financial ofstatements ~~Ethics~~or inaccounting ~~a Current Report on Form 8-K.~~policies;

~~Clawback Policy~~● monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and

~~We have~~● ~~adopted~~reviewing aand ~~clawback~~approving ~~policy~~all ~~that~~payments ~~applies~~made to our existing shareholders, executive officers ~~(the~~or ~~“Clawback~~directors ~~Policy”)~~and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, ~~which~~with isthe ~~filed~~interested ~~herewith~~director ~~as Exhibit~~or 97directors abstaining from such review and approval.1.

The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the financial statements.21

~~Insider Trading~~Compensation ~~Policy~~Committee

We have ~~adopted~~established a compensation committee of the board of directors, which consists of Mr. Markscheid and Mr. Patel, each of whom is an ~~insider~~independent ~~trading~~director ~~policy~~under NASDAQ’s listing standards. Mr. Patel is the Chairperson of the compensation committee. Our board of directors has determined that ~~applies~~each tomember of our ~~executive~~compensation ~~officers~~committee (is independent under the ~~“Insider~~Nasdaq ~~Trading~~listing ~~Policy”)~~standards and applicable SEC rules. Under the Nasdaq listing standards and applicable SEC rules, ~~which~~we isare ~~filed~~required to have at least three members of the compensation committee, all of whom must be independent ~~herewith~~within asone ~~Exhibit~~year 19of the listing of our Class A ordinary shares.1.

~~Availability~~The compensation committee ofis ~~Documents~~responsible for:

~~We have~~● ~~filed~~reviewing aand ~~copy~~approving ofon an annual basis the corporate goals and objectives relevant to our ~~Code~~Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of ~~Ethics~~such goals and objectives and determining and approving the remuneration (if any) of our ~~audit~~Chief ~~committee~~Executive ~~charter~~Officer’s asbased ~~exhibits~~on tosuch evaluation; ● reviewing and approving the ~~registration~~compensation ~~statement~~of ~~relating~~all toof our ~~IPO. You~~other ~~will~~executive beofficers; ~~able~~● toreviewing ~~review~~our ~~these~~executive ~~documents~~compensation bypolicies ~~accessing~~and plans; ● implementing and administering our ~~public~~incentive ~~filings~~compensation atequity-based ~~the~~remuneration ~~SEC’s~~plans; ~~website~~● atassisting ~~www.sec.gov.~~management Wein ~~intend~~complying towith ~~disclose any~~our ~~amendments~~proxy tostatement orand ~~waivers~~annual ofreport ~~certain~~disclosure ~~provisions~~requirements; of● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our ~~Code~~executive ofofficers ~~Ethics~~and inemployees; a● ~~Current~~if ~~Report~~required, producing a report on ~~Form~~executive ~~8-K~~compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

23Compensation Committee Interlocks and Insider Participation

~~Item~~None of our executive officers ~~11.~~currently ~~Executive~~serves, ~~Compensation~~and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

~~Executive Officer~~Code ~~and~~of ~~Director Compensation~~Ethics

We ~~entered~~have ~~into~~adopted ana ~~offer~~Code of ~~letter,~~Ethics ~~dated~~applicable ~~June 14,~~to ~~2024, with~~ our ~~Chairman and CEO~~directors, ~~Mr.~~officers ~~Will~~and ~~Garner, which provides that Mr~~employees. ~~Garner~~ ~~shall~~A ~~receive~~copy ~~a monthly cash compensation~~ of ~~$7,500 among from~~ the ~~date~~Code of ~~the~~Ethics ~~offer~~will ~~letter~~be ~~until~~provided ~~the~~without ~~earlier~~charge ofupon ~~(i) the termination of the offer letter;~~request ~~(ii) the~~from ~~date~~us. ~~that~~We ~~the~~intend ~~Company~~to ~~consummates~~disclose anany ~~initial~~amendments ~~business~~to ~~combination; (iii) the date the Company is wound up;~~ or ~~(iv) the date~~waivers ~~that~~of hecertain ~~vacates~~provisions ~~his~~of ~~positions~~our orCode heof isEthics ~~removed~~in ora ~~disqualified~~Current ~~from~~Report ~~his~~on ~~positions~~Form ~~pursuant to the Company’s Current Charter~~8-K.

WeClawback entered into an offer letter, dated May 25, 2024, with our CFO, Ms. Yuanmei Ma, which provides that Ms. Ma shall receive a monthly cash compensation of $5,000 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that she vacates her position or she is removed or disqualified from her positions pursuant to the Company’s Current Charter.Policy

~~Other than~~We ~~as set forth elsewhere in this report, none of our executive officers or directors~~ have ~~received~~adopted ~~any~~a ~~cash compensation for services~~clawback ~~rendered~~policy to us. Our sponsor, executive officers and directors, or 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 initial business combinations. Our audit committee will review on a quarterly basis all payments that ~~were~~applies ~~made by us~~ to ~~our~~ sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our ~~reimbursement payments to our directors and~~ executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by (the ~~company~~“Clawback ~~to our sponsor~~Policy”), ~~executive~~which ~~officers~~is ~~and~~filed ~~directors,~~herewith oras ~~their~~Exhibit ~~respective affiliates, prior to completion of our initial business combination~~97.1.

~~After the~~The ~~completion~~Clawback ofPolicy ~~our initial business combination, directors or members of our management team who remain with us may be paid consulting~~gives ~~or management fees from~~ the ~~combined~~Compensation ~~company.~~Committee ~~All of these fees will be fully disclosed to shareholders, to~~ the ~~extent then known~~discretion, in ~~the~~ ~~proxy solicitation materials or tender offer materials furnished to our shareholders in~~ connection with aan ~~proposed~~accounting ~~initial~~restatement ~~business combination. We have not established any limit on the amount~~ of ~~such fees that may be paid by the combined company to~~ our ~~directors~~previously ~~or members~~issued offinancial ~~management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination~~statements, ~~because~~to ~~the~~require ~~directors~~executive ofofficers ~~the~~to ~~post-combination~~reimburse ~~business~~us ~~will be responsible~~ for ~~determining~~any ~~executive~~erroneously ~~officer~~awarded ~~and director~~ compensation~~. Any~~ ~~compensation to be~~ paid to ~~our~~such executive officers ~~will~~that ~~be determined, or recommended to the board of directors for determination,~~otherwise ~~either~~would bynot ahave ~~compensation~~been ~~committee~~paid ~~constituted~~had ~~solely~~it bybeen ~~independent~~determined ~~directors~~based oron ~~by a majority of~~ the ~~independent~~financial ~~directors on our board of directors~~statements.

~~We do~~Insider ~~not~~Trading intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.Policy

24We have adopted an insider trading policy that applies to our executive officers (the “Insider Trading Policy”), which is filed herewith as Exhibit 19.1.

~~Item 12.~~Availability ~~Security Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Documents

~~The~~We ~~following~~have ~~table~~filed ~~sets forth~~a ~~information~~copy ~~regarding~~of ~~the~~our Code ~~beneficial~~of ~~ownership~~Ethics ofand our ~~ordinary~~audit ~~shares~~committee charter as ofexhibits to the ~~date~~registration ~~hereof,~~statement ~~2025,~~relating ~~based~~to onour ~~information~~IPO. ~~obtained~~You will be able to review ~~from~~these documents by accessing our public filings at the ~~persons~~SEC’s ~~named~~website ~~below,~~at ~~with~~www.sec.gov. ~~respect~~We intend to ~~the~~disclose ~~beneficial~~any ~~ownership~~amendments to or waivers of certain provisions of our ~~ordinary~~Code ~~shares,~~of ~~by:~~Ethics in a Current Report on Form 8-K.

~~● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;~~22

●Item ~~each~~11. ofExecutive ~~our executive officers and directors; and~~Compensation.

●Executive ~~all~~Officer ~~of our executive officers~~ and ~~directors~~Director ~~as a group.~~Compensation

~~Unless~~We entered into an offer ~~otherwise~~letter, ~~indicated~~dated June 14, we2024, ~~believe~~with our then-Chairman and CEO, Mr. Will Garner, which provides that ~~all~~Mr. ~~persons~~Garner ~~named~~shall inreceive a monthly cash compensation of $7,500 from the ~~table~~date ~~have~~of ~~sole~~the ~~voting~~offer ~~and~~letter ~~investment~~until ~~power~~the ~~with~~earlier ~~respect~~of to(i) ~~all~~the ~~ordinary~~termination of the offer letter; (ii) the ~~shares~~date ~~beneficially~~that ~~owned~~the byCompany ~~them~~consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter.

	Ordinary Shares (Class A and Class B combined)
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned			Approximate Percentage
Directors and Officers
Will Garner		100,000	(2)		*
Yuanmei Ma		60,000	(2)		*
Stephen Markscheid		20,000	(3)		*
Umesh Patel		20,000	(3)		*
Mark Chaney		20,000	(3)		*
All officers and directors as a group (5 individuals)		220,000			2.1	%
Principal shareholders (5%+)
ST Sponsor II Limited (our sponsor)		2,160,000	(4)		20.7	%
Sunny Tan Kah Wei		2,160,000	(4)		20.7	%

We entered into an offer letter, dated May 25, 2024, with then-our CFO, Ms. Yuanmei Ma, which provides that Ms. Ma shall receive a monthly cash compensation of $5,000 from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that she vacates her position or she is removed or disqualified from her positions pursuant to the Company’s Current Charter.

*We ~~Less~~entered ~~than~~into ~~one~~an ~~percent~~offer letter, dated March 26, 2026, with our Chief Executive Officer, Chairman, and the acting Chief Financial Officer, Mr. Jung Min Lee, which provides that Mr. Lee shall receive a monthly cash compensation of $7,500 from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his position or he is removed or disqualified from his positions pursuant to the Company’s Current Charter.

~~(1)~~Other ~~Unless~~than ~~otherwise~~as ~~indicated~~set forth elsewhere in this report, ~~the~~none of our executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or 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 initial business combinations. ~~address~~Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of ~~each~~such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket ~~the~~expenses ~~individuals~~incurred isin ~~c/o~~connection with ~~Charlton~~our ~~Aria~~activities ~~Acquisition~~on ~~Corporation~~our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, atno ~~221~~compensation Wof ~~9th~~any Stkind, ~~#848~~including finder’s and consulting fees, ~~Wilmington~~will be paid by the company to our sponsor, executive DEofficers ~~19801~~and directors, or their respective affiliates, prior to completion of our initial business combination.

~~(2)~~After Onthe ~~September~~completion ~~11,~~of ~~2024~~our initial business combination, directors or members of our ~~sponsor~~management ~~entered~~team ~~into~~who aremain ~~securities~~with ~~transfer~~us ~~agreement~~may ~~pursuant~~be topaid ~~which~~consulting or management fees from the ~~sponsor~~combined ~~agrees~~company. All of these fees will be fully disclosed to ~~transfer~~shareholders, ~~100~~to the extent then known,~~000~~ ~~founder~~in ~~shares~~the proxy solicitation materials or tender offer materials furnished to our ~~CEO~~shareholders ~~and~~in ~~Chairman,~~connection Mrwith a proposed initial business combination. ~~Will~~We ~~Garner,~~have not ~~and~~established ~~60,000~~any ~~founder~~limit ~~shares~~on the amount of such fees that may be paid by the combined company to our ~~CFO~~directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director, Mscompensation. ~~Yuanmei~~Any Macompensation to be paid to our executive 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.

~~(3)~~We Ondo ~~October~~not ~~24,~~intend ~~2024~~to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our ~~sponsor~~executive ~~entered~~officers ~~into~~and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a ~~securities~~target ~~transfer~~business ~~agreement~~but ~~pursuant~~we do not believe that the ability of our management to ~~which~~remain with us after the ~~sponsor~~consummation ~~agrees~~of our initial business combination will be a determining factor in our decision to ~~transfer~~proceed ~~20,000~~with ~~founder~~any ~~shares~~potential business combination. We are not party to ~~each~~any ofagreements with our ~~independent~~executive officers and directors that provide for benefits upon termination of employment.

(4) Mr. Sunny Tan Kah Wei is the sole member and sole director of ST Sponsor II Limited, our sponsor, which entitles him to have voting, dispositive or investment powers over the sponsor. Thus, he is deemed to have beneficial ownership of the shares held by the sponsor.23

25Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~As of~~The ~~the~~following ~~date~~table ~~hereof,~~sets forth ~~our~~information ~~insiders~~regarding ~~beneficially~~the ~~owned~~beneficial ~~approximately~~ownership ~~20%~~ of ~~issued~~our ~~and outstanding~~ ordinary shares ~~and~~as ~~have the right to appoint all~~ of ~~our directors prior to our initial business combination. Holders of our Public Shares will not have~~ the ~~right~~date ~~to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block~~hereof, ~~our sponsor~~based ~~may~~on beinformation ~~able~~obtained ~~to effectively influence~~ from the ~~outcome~~persons ofnamed ~~all other matters requiring approval by our shareholders~~below, ~~including amendments~~with respect to ~~our memorandum and articles of association effective at~~ the ~~time~~beneficial ~~and~~ownership ~~approval~~ of ~~significant corporate transactions including~~ our ~~initial~~ordinary ~~business~~shares, ~~combination.~~by:

~~Our sponsor~~● ~~has~~each ~~agreed~~person ~~(a)~~known ~~to vote any founder shares and Public Shares held~~ by itus ~~in favor of any proposed initial business combination and (b) not~~ to ~~redeem~~be ~~any~~the ~~founder~~beneficial ~~shares~~owner orof ~~Public~~more ~~Shares~~than ~~held~~5% byof itour inoutstanding ~~connection~~ordinary ~~with a shareholder vote to approve a proposed initial business combination.~~shares;

~~Our~~● ~~sponsor,~~each of our executive officers and ~~our~~ directors; ~~are deemed to be our “promoters” as such term is defined under the federal securities laws.~~and

~~Transfers~~ ● all of ~~Founder~~our ~~Shares~~executive officers and directors as a group.

~~The founder~~Unless ~~shares,~~otherwise ~~Private Placement Units~~indicated, ~~Private Placement Shares, and any Class A ordinary shares issued upon conversion or exercise~~ ~~thereof~~we ~~are~~believe ~~each~~that ~~subject~~all topersons ~~transfer~~named ~~restrictions pursuant to lock-up provisions~~ in the ~~agreements~~table ~~entered into by our insiders. Our insiders~~ have ~~agreed~~sole ~~not~~voting to transfer, assign or sell any of their founder shares until (1) with respect to 50% of the founder shares, the earlier of six months after the date of the consummation of our initial business combination and ~~the~~investment ~~date~~power on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to ~~the~~all ~~remaining~~ordinary ~~50% of the founder~~ shares, ~~six months~~beneficially ~~after~~owned ~~the~~by date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other propertythem.

The Private Placement Units and the securities within the units are not transferable, assignable or salable until after the completion of our initial business combination.

	Ordinary Shares (Class A and Class B combined)
Name of Beneficial Owners(1)	Number of Shares Beneficially Owned			Approximate Percentage
Directors and Officers
Jung Min Lee		-			*
Stephen Markscheid		20,000	(2)		*
Umesh Patel		20,000	(2)		*
All officers and directors as a group (3 individuals)		40,000			0.4	%
Principal shareholders (5%+)
ST Sponsor II Limited (our sponsor)		2,160,000	(3)		20.2	%
Chen Siak Chan		2,160,000	(3)		20.2	%
Karpus Management, Inc.		1,443,029	(4)		13.5	%
W. R. Berkley Corporation		735,326	(5)		6.9	%
Mizuho Financial Group, Inc.		731,500	(6)		6.9	%
Wolverine Asset Management, LLC		719,900	(7)		6.7	%
First Trust Merger Arbitrage Fund		662,947	(8)		6.2	%

~~The~~* ~~foregoing~~Less ~~restrictions~~than ~~are~~one not applicable for transfers (i) among the insiders or to the Company’s insiders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company by private sales made at or prior to the consummation of an initial business combination, (vii) in connection with the consummation of a business combination, (viii) in the event of the Company’s liquidation prior to its consummation of an initial business combination or (ix) in the event that, subsequent to the consummation of an initial business combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent)percent. If dividends are declared and payable in ordinary shares, such dividends will also be placed in lock-up. If we are unable to effect an initial business combination and liquidate the trust account, none of our insiders will receive any portion of the liquidation proceeds with respect to their founder shares.

26(1) Unless otherwise indicated, the business address of each of the individuals is c/o Charlton Aria Acquisition Corporation, at 221 W 9th St #848, Wilmington, DE 19801.

~~Item 13.~~(2) ~~Certain~~On ~~Relationships~~October ~~and~~24, ~~Related~~2024, ~~Transactions~~our sponsor entered into a securities transfer agreement pursuant to which the sponsor agrees to transfer 20,000 ~~and~~founder ~~Director~~shares ~~Independence~~to each of our independent directors.

Founder Share Issuance

(3)	Mr. Chen Siak Chan is the sole director and sole shareholder of Valley Point Limited, a British Virgin Islands corporation (“Valley Point”), which is the sole member and manager of Sovereign Global Trust LLC, a Delaware limited liability company, which in turn is the sole shareholder of our sponsor. Therefore, Mr. Chen Siak Chan is entitled to exercise voting, dispositive or investment powers over the sponsor, and is therefore deemed to have beneficial ownership of the shares held by the sponsor.

(4)	According to a Schedule 13G/A filed on November 14, 2025 by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the reported securities is exercised by Karpus independently of CLIG. Accordingly, beneficial ownership of such securities is not attributed between Karpus and CLIG. The principal business address of Karpus is 183 Sully’s Trail, Pittsford, New York 14534.

(5)	According to a Schedule 13G filed on November 10, 2025 by W. R. Berkley Corporation and Berkley Insurance Company, whose principal business address is 475 Steamboat Road, Greenwich, CT 06830.

On April 23, 2024, we issued 2,156,250 founder shares to our sponsor for a purchase price of $25,000, or approximately $0.0116 per share. On September 11, 2024, our sponsor entered into a securities transfer agreement, pursuant to which our sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr. Garner, our Chairman and CEO, and Ms. Ma, our CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share. On October 24, 2024, the sponsor transferred an aggregate of 60,000 of its founder shares to its three independent directors (20,000 each) for their board service for a total nominal cash consideration of $696. The founder shares held by our insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after this offering (without given effect to the sale of the Private Placement Units and assuming our insiders do not purchase units in this offering). On December 9, 2024, after the expiration of the Over-Allotment Option, pursuant to the IPO Prospectus and the founder share purchase agreement between the Company and the sponsor, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares of the Company so that our insiders would collectively own 20.0% of our issued and outstanding shares after the IPO. As a result, 2,125,000 founder shares remained issued and outstanding as a result.

Sale of Private Placement Units

(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.

(7)	According to a Schedule 13G filed jointly on May 1, 2025 by Wolverine Asset Management, LLC (“WAM”), Wolverine Holdings, L.P. (“Wolverine Holdings”), Wolverine Trading Partners, Inc. (“WTP”), Christopher L. Gust and Robert R. Bellick. WAM has shared voting and dispositive power over 719,900 Class A ordinary shares. The sole member and manager of WAM is Wolverine Holdings, whose general partner is WTP. Robert R. Bellick and Christopher L. Gust may be deemed to control WTP. By virtue of such relationships, each of Wolverine Holdings, WTP, Mr. Bellick and Mr. Gust may be deemed to share voting and dispositive power over the 719,900 Class A ordinary shares beneficially owned by WAM. The principle business address of each of the foregoing persons is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

(8)	According to a Schedule 13G/A filed jointly on May 15, 2025 by First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”). FTCM is a registered investment adviser that serves as investment adviser to VARBX and certain other client accounts (collectively, the “Client Accounts”), and has the authority to vote and dispose of the Class A ordinary shares held in the Client Accounts. As of March 31, 2025, VARBX held 662,947 Class A ordinary shares and FTCM, FTCS and Sub GP collectively had shared voting and dispositive power over 800,000 Class A ordinary shares held across the Client Accounts. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Class A ordinary shares reported herein; however, neither FTCS nor Sub GP owns any Class A ordinary shares for its own account, and no one individual controls FTCS or Sub GP. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

~~On October~~As ~~25,~~of ~~2024~~the date hereof, ~~simultaneously~~our insiders ~~with~~beneficially ~~the~~owned ~~closing~~approximately 20.6% of ~~the IPO,~~issued ~~the~~and ~~Company~~outstanding ~~completed~~ordinary shares and have the ~~Private~~right ~~Placement~~to ofappoint ~~240,000~~all ~~Private~~of ~~Placement~~our directors ~~Units~~prior to our initial business combination. Holders of our Public Shares will not have the ~~Company’s~~right ~~sponsor,~~to atappoint aany ~~purchase~~directors ~~price~~to our board of ~~$10~~directors prior to our initial business combination.00 ~~per~~Because ~~Private~~of ~~Placement~~this ~~Units~~ownership block, ~~generating~~our ~~gross~~sponsor ~~proceeds~~may be able to ~~the~~effectively ~~Company~~influence the outcome of $2all other matters requiring approval by our shareholders,~~400,000~~ including amendments to our memorandum and articles of association effective at the time and approval of significant corporate transactions including our initial business combination.

InOur sponsor has agreed (a) ~~connection~~to ~~with~~vote ~~the~~any ~~IPO,~~founder ~~the~~shares ~~underwriters~~and ~~were~~Public ~~granted~~Shares anheld ~~option~~by toit ~~purchase~~in upfavor toof ~~1,125,000~~any ~~additional~~proposed ~~Units~~initial business combination and (b) not to ~~cover~~redeem ~~over-allotments,~~any iffounder ~~any~~shares ~~(the~~or ~~“Over-allotment~~Public ~~Option”)~~Shares held by it in connection with a shareholder vote to approve a proposed initial business combination.

~~On November~~Our 19sponsor, ~~2024,~~our ~~the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”),~~officers ~~generating gross proceeds of $10,000,000. Simultaneously with the issuance~~ and ~~sale~~our ofdirectors ~~the~~are ~~Option~~deemed ~~Units,~~to ~~the~~be ~~Company~~our ~~completed a private placement sale of 15,000 Private Placement Units (the~~ “~~Additional Private Placement Units~~promoters”) toas ~~the~~such ~~sponsor~~term atis adefined ~~purchase price~~under ofthe ~~$10.00~~federal ~~Private~~securities ~~Placement Units, generating gross proceeds of $150,000~~laws.

~~Working Capital~~Transfers ~~Note~~of Founder Shares

~~In order~~The tofounder ~~meet~~shares, ~~our~~Private Placement ~~working~~Units, ~~capital~~Private ~~needs~~Placement ~~following~~Shares, ~~the~~and ~~consummation~~any ofClass ~~this~~A ~~offering~~ordinary orshares toissued ~~extend~~upon ~~our~~conversion ~~life,~~or ~~our~~exercise ~~insiders,~~thereof ~~officers and directors and their respective affiliates/designees may, but~~ are ~~not~~each ~~obligated~~ subject to, ~~loan~~transfer usrestrictions ~~funds,~~pursuant ~~from time~~ to ~~time~~lock-up orprovisions ~~at any time,~~ in ~~whatever~~ ~~amount~~the ~~they~~agreements ~~deem~~entered ~~reasonable~~into inby ~~their~~our ~~sole discretion~~insiders. ~~Each~~Our ~~loan~~insiders ~~would~~have beagreed ~~evidenced~~not byto transfer, aassign ~~promissory~~or ~~note.~~sell ~~The~~any ~~notes~~of ~~would~~their ~~either be~~founder ~~paid~~shares ~~upon~~until ~~consummation~~(1) ofwith ~~our~~respect ~~initial~~to ~~business~~50% ~~combination,~~of ~~without~~the ~~interest,~~founder orshares, at the ~~lender’s~~earlier ~~discretion,~~of upsix tomonths ~~$3,000,000~~after of the ~~notes,~~date orof the ~~“working capital notes,” may be converted upon~~ consummation of our initial business combination ~~into working~~and ~~capital~~the ~~units~~date aton awhich the closing price of ~~$10.00~~our ~~per~~ordinary ~~unit,~~shares equals or ~~the~~exceeds ~~“Working Capital Units~~$12.”50 Inper ~~addition,~~share ~~our~~(as ~~insiders,~~adjusted ~~officers and~~for ~~directors~~share orsubdivisions, ~~their~~share ~~affiliates~~capitalizations, orreorganizations, ~~designees~~recapitalizations ~~may~~and ~~loan~~the uslike) for ~~funds~~any in20 ~~support~~trading ofdays ~~our~~within ~~potential~~any ~~extension~~30-trading today ~~allow~~period ~~additional~~commencing ~~time~~after ~~for~~our ~~us to complete an~~ initial business combination ~~which~~and ~~will~~(2) bewith ~~evidenced~~respect into ~~extension~~the remaining ~~convertible~~50% ~~notes,~~of or the ~~“extension~~founder ~~notes~~shares,~~” to~~ besix ~~repaid~~months inafter ~~cash or $10.00 per unit, or~~ the ~~“Extension~~date ~~Units,”~~of at the ~~closing~~consummation of our initial business combination~~. If we do not complete our initial business combination~~, ~~the~~or ~~loans would be repaid out of funds not held in the trust account~~earlier, ~~and only to the extent available. The Working Capital Units would be identical to the Private Placement Units sold~~ in ~~the Private Placement. The~~ ~~terms~~either ~~of such loans by our sponsor or its affiliates~~case, if ~~any~~, ~~have~~subsequent ~~not been determined and no written agreements exist with respect~~ to ~~such~~ ~~loans.~~our Weinitial dobusiness ~~not~~combination, ~~expect~~we toconsummate ~~seek~~a ~~loans~~liquidation, ~~from~~merger, ~~parties~~share ~~other~~exchange ~~than our insiders~~ or another ~~affiliate of our insiders as we do not believe~~similar ~~third~~transaction ~~parties~~which ~~will~~results bein ~~willing to loan such funds and provide a waiver against any and~~ all ~~rights~~of ~~to seek access to funds in~~ our ~~trust account,~~shareholders ~~but~~having ifthe weright ~~do, we will request such lender~~ to ~~provide~~exchange atheir ~~waiver~~shares ~~against~~for ~~any~~cash, ~~and~~securities ~~all~~or ~~rights~~other ~~to seek access to funds in our trust account~~property.

27The Private Placement Units and the securities within the units are not transferable, assignable or salable until after the completion of our initial business combination.

~~After~~The foregoing restrictions ~~our~~are ~~initial~~not ~~business~~applicable ~~combination,~~for ~~members~~transfers of(i) ~~our~~among ~~management~~the ~~team~~insiders ~~who~~or ~~remain~~to ~~with~~the usCompany’s ~~may~~insiders’ bemembers, ~~paid~~officers, ~~consulting~~directors, ~~management~~consultants or their affiliates, (ii) to a holder’s shareholders or ~~other~~members ~~fees from~~upon the ~~combined~~holder’s ~~company~~liquidation, ~~with~~in ~~any~~each ~~and~~case ~~all~~if ~~amounts~~the ~~being~~holder is ~~fully~~an ~~disclosed~~entity, (iii) by bona fide gift to ~~our~~a ~~shareholders,~~member of the holder’s immediate family or to a trust, the ~~extent~~beneficiary ~~then~~of ~~known~~which is the holder or a member of the holder’s immediate family, in each case estate planning purposes, (iv) by virtue of the ~~tender offer~~laws orof ~~proxy~~descent and ~~solicitation~~distribution ~~materials~~upon death, as(v) ~~applicable~~pursuant to a qualified domestic relations order, ~~furnished~~(vi) to ~~our~~the ~~shareholders.~~Company Itby isprivate ~~unlikely~~sales made at or prior to the ~~amount~~consummation of ~~such~~an ~~compensation~~initial ~~will be~~business ~~known~~combination, at(vii) in connection with the ~~time~~consummation of ~~distribution~~a business combination, (viii) in the event of ~~such~~the ~~tender~~Company’s ~~offer~~liquidation ~~materials~~prior to its consummation of an initial business combination or at(ix) in the ~~time~~event that, subsequent to the consummation of an initial business combination, the Company completes a ~~shareholder~~liquidation, ~~meeting~~merger, ~~held~~capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to ~~consider~~exchange ~~our~~their ~~initial~~ordinary shares for cash, securities ~~business~~or ~~combination~~other property, asin ~~applicable~~each case (except for clauses (vi), as(viii) itor (ix) or with the Company’s prior written consent). If dividends are declared and payable in ordinary shares, such dividends will also be placed in lock-up. If we are unable to effect an initial business combination and liquidate the ~~directors~~trust account, none of our insiders will receive any portion of the ~~post-combination business~~liquidation toproceeds ~~determine~~with ~~executive~~respect ~~and director~~to ~~compensation~~their founder shares.

On April 23, 2024, our sponsor had agreed to loan us an aggregate of up to $500,000 to be used to pay formation expenses and a portion of the expenses of this offering. The loan of $273,969 was payable without interest on the earlier of (i) December 31, 2024 and (ii) date on which we consummate our initial public offering. The loan was repaid in full on October 25~~, 2024, from the proceeds of the IPO not being placed in the trust account.~~

~~We have~~Working ~~offered~~Capital to and our Chairman and CEO has accepted an offer letter, dated June 14, 2024, which provides that Mr. Garner shall receive a monthly cash compensation of $7,500 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s memorandum and articles of association.Note

WeIn order to meet our working ~~have~~capital ~~also~~needs ~~offered~~following the consummation of the IPO or to ~~and~~extend our ~~CFO~~life, ~~has~~our ~~accepted~~insiders, anofficers ~~offer~~and ~~letter~~directors and their respective affiliates/designees may, ~~dated~~but ~~May 25~~are not obligated to, ~~2024~~loan us funds, ~~which~~from ~~provides~~time ~~that~~to Mstime or at any time, in whatever amount they deem reasonable in their sole discretion. MaEach ~~shall~~loan ~~receive~~would be evidenced by a ~~monthly cash~~promissory ~~compensation~~note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $53,000 ~~among~~,000 ~~from~~of the ~~date~~notes, ofor the ~~offer~~“working ~~letter~~capital ~~until~~notes,” may ~~the~~be ~~earlier~~converted upon consummation of ~~(i) the~~our ~~termination~~initial business combination into working capital units at a price of $10.00 per unit, or the “Working ~~offer~~Capital ~~letter;~~Units.” In addition, our insiders, officers and directors or their affiliates or designees may loan us funds ~~(ii)~~ in support of our potential extension to allow additional time for us to complete an initial business combination which will be evidenced in extension convertible notes, or the ~~date~~“extension ~~that~~notes,” to be repaid in cash or $10.00 per unit, or the ~~Company~~“Extension Units,” ~~consummates~~at anthe closing of our initial business combination;. ~~(iii)~~ If we do not complete our initial business combination, the ~~date~~loans would be repaid out of funds not held in the ~~Company~~trust isaccount, ~~wound~~and ~~up;~~only orto ~~(iv)~~ the extent available. The Working Capital Units would be identical to ~~date~~the ~~that~~Private hePlacement ~~vacates~~Units ~~his~~sold ~~positions~~in orthe hePrivate isPlacement. ~~removed~~The terms of such loans by our sponsor or ~~disqualified~~its affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from ~~his~~parties ~~positions~~other ~~pursuant~~than our insiders or an affiliate of our insiders as we do not believe third parties will be willing to ~~the~~loan ~~Company’s~~such ~~memorandum~~funds and provide a waiver against ~~articles~~any ofand ~~association~~all rights to seek access to funds in our trust account, but if we do, we will request such lender to provide a waiver against any and all rights to seek access to funds in our trust account.

~~Other than~~After asour ~~set~~initial ~~forth elsewhere in this report~~business combination, ~~none~~members of our ~~executive~~management ~~officers~~team orwho ~~directors~~remain ~~have~~with ~~received~~us ~~any~~may ~~cash~~be ~~compensation~~paid ~~for~~consulting, ~~services rendered~~management ~~to us. Our insiders~~ or ~~their~~other ~~affiliates~~fees ~~will~~from bethe ~~reimbursed~~combined ~~for any out-of-pocket~~company ~~expenses incurred in connection~~ with ~~activities~~any ~~on our behalf such as identifying potential target businesses~~ and ~~performing~~all ~~due~~amounts ~~diligence on~~being ~~suitable~~fully ~~initial~~disclosed ~~business~~to ~~combinations.~~our ~~Our~~shareholders, ~~audit~~to ~~committee~~the ~~will~~extent ~~review~~then onknown, ain ~~quarterly~~the ~~basis~~tender ~~all~~offer ~~payments~~or ~~that~~proxy ~~were made by us to~~solicitation ~~our sponsor~~materials, ~~executive~~as ~~officers or directors~~applicable, orfurnished ~~their~~to ~~affiliates~~our shareholders. ~~Any~~It ~~such~~is ~~payments~~unlikely ~~prior~~the toamount anof ~~initial~~such ~~business~~compensation ~~combination~~ will be ~~made~~ ~~using~~known ~~funds~~at ~~held outside~~ the ~~trust~~time ~~account.~~of ~~Other than quarterly audit committee review~~ distribution of such ~~reimbursements,~~tender weoffer domaterials ~~not~~or ~~expect to~~at ~~have~~the ~~any~~time ~~additional~~of ~~controls~~a inshareholder ~~place~~meeting ~~governing~~held ~~our reimbursement payments~~ to ~~our~~consider ~~directors and executive officers for their out-of-pocket expenses incurred in connection with~~ our ~~activities on our behalf in connection with identifying and consummating an~~ initial business ~~combination.~~ ~~Other than these payments and reimbursements~~combination, noas ~~compensation of any kind~~applicable, as ~~including~~it ~~finder’s and consulting fees,~~ will be ~~paid~~up byto the ~~company to our sponsor, executive officers and~~ directors, orof ~~their~~the ~~respective~~post-combination ~~affiliates,~~business ~~prior~~ to ~~completion~~determine ~~of our~~executive ~~initial~~and ~~business~~director ~~combination~~compensation.

28On April 23, 2024, our sponsor had agreed to loan us an aggregate of up to $500,000 to be used to pay formation expenses and a portion of the expenses of the IPO. The loan of $273,969 was payable without interest on the earlier of (i) December 31, 2024 and (ii) date on which we consummate our initial public offering. The loan was repaid in full on October 25, 2024, from the proceeds of the IPO not being placed in the trust account.

~~Policy~~On April 17, 2026, the Company ~~for~~issued ~~Approval~~an unsecured promissory note to our sponsor in the principal amount of ~~Related~~up ~~Party~~to ~~Transactions~~US$500,000 partially evidencing the loans provided previously by the Sponsor and partially allowing the sponsor to provide additional loans thereunder. The note does not bear interest, except that overdue amounts accrue default interest at the prevailing short-term U.S. Treasury Bill rate, and amounts outstanding thereunder are payable on the earlier of the consummation of the Company’s initial business combination and the Company’s liquidation.

~~The audit~~Extension committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.Note

~~Management will~~On ~~present~~April to24, ~~the~~2026, ~~audit~~our ~~committee~~sponsor ~~each~~deposited ~~proposed~~$850,000 ~~related~~into ~~party~~the ~~transaction~~trust account, ~~including~~as ~~all~~a ~~relevant~~result ~~facts~~of ~~and~~which, ~~circumstances~~we ~~relating thereto.~~have ~~Under~~until ~~the~~July ~~policy~~25, 2026 weto ~~may~~complete ~~consummate~~our ~~related~~initial ~~party~~business ~~transactions~~combination. ~~only~~In ifconnection ~~our~~with ~~audit~~the ~~committee~~extension, ~~approves~~the orCompany ~~ratifies~~issued ~~the~~an ~~transaction~~unsecured promissory note dated inApril ~~accordance~~23, ~~with~~2026, in the ~~guidelines~~principal ~~set~~amount ~~forth~~of inUS$850,000 ~~the~~to ~~policy~~our sponsor. The ~~policy~~note does not ~~permit~~bear ~~any~~interest, ~~director~~except orthat ~~executive~~overdue ~~officer~~amounts ~~to participate~~accrue indefault interest at the ~~discussion~~prevailing ~~of,~~short-term orU.S. ~~decision~~Treasury ~~concerning~~Bill rate, aand ~~related~~the ~~person~~outstanding ~~transaction~~principal inis ~~which~~payable heon orthe ~~she~~earlier isof the consummation ~~related~~of ~~party~~the Company’s initial business combination and the Company’s liquidation.

~~Director Independence~~Policy for Approval of Related Party Transactions

~~Nasdaq~~The ~~requires~~audit ~~that~~committee aof ~~majority~~our board of ~~our~~directors ~~board~~has ~~must~~adopted bea ~~composed~~charter, providing for the review, approval and/or ratification of “~~independent~~related ~~directors.~~party transactions,” which ~~Currently~~are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, Mrby the audit committee. At ~~Markscheid~~its meetings, ~~Mr.~~the ~~Chaney~~audit ~~and~~committee ~~Mr.~~shall ~~Patel~~be ~~would~~provided with the details of each ~~be considered~~new, anexisting, ~~“independent~~or ~~director”~~proposed ~~under~~related party transaction, including the ~~Nasdaq~~terms ~~listing~~of ~~rules~~the transaction, ~~which~~any iscontractual ~~defined~~restrictions ~~generally~~that asthe acompany ~~person~~has ~~other~~already ~~than~~committed anto, the business purpose of ~~officer~~the ortransaction, ~~employee~~and the benefits of the transaction to the company orand ~~its~~to ~~subsidiaries~~the orrelevant ~~any~~related ~~other~~party. ~~individual~~Any ~~having~~member aof ~~relationship,~~the ~~which,~~committee who has an interest in the ~~opinion~~related party transaction under review by the committee shall abstain from voting on the approval of the ~~company’s~~related ~~board~~party oftransaction, ~~directors~~but ~~would~~may, ~~interfere~~if ~~with~~so ~~the~~requested ~~director’s~~by ~~exercise~~the chairman of ~~independent~~the ~~judgment~~committee, participate in ~~carrying~~some ~~out~~or all of the ~~responsibilities~~committee’s ofdiscussions aof ~~director~~the related party transaction. ~~Our~~Upon ~~independent~~completion ~~directors~~of ~~will~~its ~~have~~review ~~regularly~~of ~~scheduled~~the ~~meetings~~related atparty ~~which~~transaction, ~~only~~the ~~independent~~committee ~~directors~~may ~~are~~determine ~~present~~to permit or to prohibit the related party transaction.

WeManagement will ~~only~~present ~~enter~~to the ~~into~~audit acommittee ~~business~~each ~~combination~~proposed ifrelated itparty istransaction, ~~approved~~including ~~by a~~all ~~majority~~relevant offacts ~~our~~and ~~independent~~circumstances ~~directors~~relating thereto. ~~Additionally~~Under the policy, we ~~will~~may ~~only~~consummate ~~enter~~related ~~into~~party transactions ~~with~~only if our ~~officers~~audit ~~and~~committee ~~directors~~approves ~~and~~or ~~their~~ratifies the transaction in accordance with ~~respective~~the ~~affiliates~~guidelines ~~that~~set ~~are~~forth onin ~~terms~~the nopolicy. ~~less~~The ~~favorable~~policy todoes usnot ~~than~~permit ~~could~~any bedirector ~~obtained~~or ~~from~~executive ~~independent~~officer ~~parties.~~to ~~Any~~participate ~~related-party~~in ~~transactions~~the discussion ~~must~~of, ~~also~~or bedecision ~~approved~~concerning, bya ~~our~~related ~~audit~~person ~~committee~~transaction ~~and~~in awhich ~~majority~~he ofor ~~disinterested~~she ~~independent~~is ~~directors~~the related party.

~~Item 14. Principal Accountant Fees and Services.~~26

~~Public Accounting~~Director ~~Fees~~Independence

~~The~~Nasdaq ~~following~~requires ~~chart~~that ~~sets~~a majority ~~forth~~of ~~public~~our ~~accounting~~board ~~fees~~must inbe ~~connection~~composed ~~with~~of ~~services~~“independent ~~rendered~~directors.” byCurrently, ~~MaloneBailey~~Mr. Markscheid and Mr. Patel would each be considered an “independent director” under the Nasdaq listing rules, ~~LLP~~which ~~for~~is defined generally as a person other than an officer or employee of the ~~period~~company ~~from~~or ~~March~~its 22subsidiaries or any other individual having a relationship, ~~2024~~which, ~~(Inception)~~in the opinion of the company’s toboard ~~December~~of ~~31,~~directors ~~2024~~would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

~~MaloneBailey~~We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions ~~LLP~~with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors.

	2024
Audit and Audit-Related Fees	$	118,450
Tax Fees		-
All Other Fees		-

Item 14. Principal Accountant Fees and Services.

~~Audit fees~~Public ~~were~~Accounting for professional services rendered by MaloneBailey, LLP for the audit of our annual financial statements, and services that are normally provided by MaloneBailey, LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.”Fees

~~Pre-Approval~~The following chart sets ~~Policy~~forth public accounting fees in connection with services rendered by MaloneBailey, LLP for the year ended December 31, 2025 and the period from March 22, 2024 (Inception) to December 31, 2024.

~~Our audit committee was formed upon the consummation of our IPO. As a result~~MaloneBailey, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).LLP

	2025		2024
Audit and Audit-Related Fees	$	87,550	$	118,450
Tax Fees		-		-
All Other Fees		-		-

~~PART~~Audit fees were for professional IVservices rendered by MaloneBailey, LLP for the audit of our annual financial statements, and services that are normally provided by MaloneBailey, LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.”

~~Item 15.~~Pre-Approval ~~Exhibit and Financial Statement Schedules.~~Policy

(Our audit committee was formed upon the consummation of our IPO. As a) ~~The~~result, ~~following~~the ~~documents~~audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are ~~filed~~approved asby ~~part~~the audit committee prior to the completion of ~~this~~the ~~report:~~audit).

~~(1) Financial Statements~~27

~~(2)~~PART ~~Financial Statements Schedules~~IV

~~All financial~~Item ~~statement~~15. ~~schedules~~Exhibit ~~are omitted because they are not applicable or the amounts are immaterial~~ and ~~not~~Financial ~~required,~~Statement ~~or the required information is presented in the financial statements and notes herein~~Schedules.

(3a) ~~Exhibits~~The following documents are filed as part of this report:

~~We hereby~~(1) ~~file~~Financial ~~as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.~~Statements

~~Item 16.~~(2) ~~Form~~Financial ~~10-K~~Statements ~~Summary.~~Schedules

~~Not~~All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes herein.

30(3) Exhibits

~~CHARLTON~~We ~~ARIA~~hereby ~~ACQUISITION~~file ~~CORPORATION~~as part of ~~INDEX~~this TOreport ~~FINANCIAL~~the ~~STATEMENTS~~exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

Report of Independent Registered Public Accounting Firm (PCAOB ID #206)	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes In Shareholders’ Deficit	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

Item 16. Form 10-K Summary.

~~F-1~~Not applicable.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~28

ToCHARLTON ~~the~~ARIA ~~Shareholders~~ACQUISITION ~~and~~CORPORATION INDEX ~~Board~~TO ofFINANCIAL ~~Directors of~~STATEMENTS

Charlton Aria Acquisition Corporation

Report of Independent Registered Public Accounting Firm (PCAOB ID #206)	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes In Shareholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

~~Opinion on the Financial Statements~~F-1

~~We have audited the accompanying balance~~REPORT ~~sheet~~OF ofINDEPENDENT ~~Charlton~~REGISTERED ~~Aria~~PUBLIC ~~Acquisition~~ACCOUNTING Corporation (the “Company”) as of December 31, 2024, and the related statement of operations, changes in shareholders’ deficit, and cash flows for the period from March 22, 2024 (inception) through December 31, 2024, 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 December 31, 2024, and the results of its operations and its cash flows for the period from March 22, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.FIRM

~~Going~~To ~~Concern~~the ~~Matter~~Shareholders and Board of Directors of

~~The~~Charlton ~~accompanying~~Aria ~~financial~~Acquisition statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company expects to incur significant cost in pursuit to consummate a business combination and the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.Corporation

~~Basis~~Opinion ~~for~~on ~~Opinion~~the Financial Statements

~~These~~We ~~financial~~have ~~statements~~audited ~~are~~ the ~~responsibility~~ accompanying balance sheets of Charlton Aria Acquisition Corporation (the “Company’s”) ~~management.~~as ~~Our~~of ~~responsibility~~December is31, 2025 toand ~~express~~2024, anand ~~opinion~~the onrelated ~~the~~statements ~~Company’s~~of ~~financial~~operations, ~~statements~~changes ~~based~~in onshareholders’ ~~our audit.~~deficit, Weand ~~are~~cash aflows ~~public~~for ~~accounting~~the ~~firm~~year ~~registered~~ended ~~with~~December 31, 2025 and for the ~~Public~~period ~~Company~~from ~~Accounting~~March ~~Oversight~~22, ~~Board~~2024 (~~United States~~inception) through December 31, 2024, and the related notes (collectively referred to as the “~~PCAOB~~financial statements”) ~~and~~. ~~are~~In ~~required~~our toopinion, bethe ~~independent~~financial ~~with~~statements ~~respect~~present tofairly, in all material respects, the financial position of the Company inas ~~accordance~~of ~~with~~December 31, 2025 and 2024, and the ~~U.S.~~results ~~federal~~of ~~securities~~its ~~laws~~operations and its cash flows for the ~~applicable~~year ended December ~~rules~~31, 2025 and ~~regulations~~for of the ~~Securities~~period ~~and~~from ~~Exchange~~March ~~Commission~~22, ~~and~~2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the ~~PCAOB~~United States of America.

WeGoing ~~conducted~~Concern 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.Matter

~~Our~~The ~~audit~~accompanying ~~included~~financial ~~performing~~statements ~~procedures to~~have ~~assess~~been prepared assuming that the ~~risks~~Company ofwill ~~material~~continue ~~misstatement~~as ofa going concern. As discussed in Note 1 to the financial statements, ~~whether~~the ~~due~~Company expects to ~~error~~incur orsignificant ~~fraud,~~cost ~~and~~in ~~performing~~pursuit ~~procedures~~to ~~that respond~~consummate toa ~~those~~business ~~risks.~~combination ~~Such~~and ~~procedures~~the ~~included~~Company’s business ~~examining,~~plan is dependent on the completion of a ~~test~~business ~~basis,~~combination ~~evidence~~within ~~regarding~~a ~~the~~prescribed ~~amounts~~period of time and ~~disclosures~~if innot ~~the~~completed ~~financial~~will cease ~~statements.~~all ~~Our~~operations ~~audit~~except ~~also~~for ~~included~~the ~~evaluating~~purpose ~~the~~of ~~accounting~~liquidating ~~principles~~which ~~used~~raises ~~and~~substantial ~~significant~~doubt ~~estimates~~about ~~made~~its byability ~~management,~~to continue as ~~well~~a asgoing concern. ~~evaluating~~Management’s ~~the~~plans ~~overall~~in ~~presentation~~regard ofto ~~the~~these matters are also described in Note 1. The financial statements. Wedo ~~believe~~not ~~that~~include ~~our~~any ~~audit~~adjustments ~~provides~~that might aresult ~~reasonable~~from ~~basis~~the ~~for~~outcome ~~our~~of ~~opinion~~this uncertainty.

~~/s/~~Basis ~~MaloneBailey,~~for ~~LLP~~Opinion

~~www~~These financial statements are the responsibility of the Company’s management.~~malonebailey~~ Our responsibility is to express an opinion on the Company’s financial statements based on our audits.~~com~~ 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.

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, ~~served~~nor aswere 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 ~~auditor since~~internal ~~2024~~control over financial reporting. Accordingly, we express no such opinion.

~~Houston~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, ~~Texas~~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.

~~March~~/s/ 24MaloneBailey, ~~2025~~LLP

~~F-2~~www.malonebailey.com

~~CHARLTON ARIA~~We ~~ACQUISITION~~have ~~CORPORATION~~served as the Company’s auditor since 2024.

~~BALANCE SHEET~~Houston, Texas

~~AS OF~~May ~~DECEMBER 31~~27, ~~2024~~2026

Assets
Current Assets
Cash	$	447,419
Prepaid expenses		9,365
Total Current Assets		456,784
Investments held in trust account		85,870,124
Total Assets	$	86,326,908
Liabilities and Shareholder’s Deficit
Current Liabilities
Accounts payable and accrued expenses	$	35,884
Due to related parties		13,750
Total Current Liabilities		49,634
Deferred underwriting commission payable		1,700,000
Total Liabilities		1,749,634
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $10.10		85,870,124
Shareholders’ Deficit
Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-
Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption)		34
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and outstanding		213
Additional paid-in capital		-
Accumulated deficit		(1,293,097	)
Total Shareholders’ Deficit		(1,292,850	)
Total Liabilities and Shareholders’ Deficit	$	86,326,908

F-2

~~The accompanying~~CHARLTON ~~notes~~ARIA ~~are~~ACQUISITION ~~an integral part of these financial statements.~~CORPORATION

~~F-3~~BALANCE SHEETS

CHARLTON ARIA ACQUISITION CORPORATION

	December 31,			December 31,
	2025			2024
Assets
Current Assets
Cash	$	5,135		$	447,419
Prepaid expenses		8,156			9,365
Total Current Assets		13,291			456,784

Cash and investments held in Trust Account		89,444,533			85,870,124
Total Assets	$	89,457,824		$	86,326,908

Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	33,877		$	35,884
Due to related parties		63,750			13,750
Working capital loan - related party		100,881			-
Total Current Liabilities		198,508			49,634

Deferred underwriting commission payable		1,700,000			1,700,000
Total Liabilities		1,898,508			1,749,634

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $10.52 and $10.10 per share as of December 31, 2025 and 2024, respectively		89,444,533			85,870,124

Shareholders’ Deficit
Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption)		34			34
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and outstanding		213			213
Additional paid-in capital		-			-
Accumulated deficit		(1,885,464	)		(1,293,097	)
Total Shareholders’ Deficit		(1,885,217	)		(1,292,850	)
Total Liabilities and Shareholders’ Deficit	$	89,457,824		$	86,326,908

~~STATEMENT~~The accompanying notes are an integral part of OFthese ~~OPERATIONS~~financial statements.

	For The Period From
	March 22, 2024
	(Inception) Through
	December 31, 2024
Formation and operating costs	$	341,598
Stock-based compensation expense		249,695
Loss from operations		(591,293	)
Other income:
Change in fair value of over-allotment option liability		197,895
Dividend earned on investments held in trust account		657,624
Interest income		2,612
Total other income		858,131
Net income	$	266,838
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		1,917,254
Basic and diluted income per share, Class A ordinary shares subject to possible redemption	$	0.07
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		1,989,982
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	0.07

F-3

~~The accompanying~~CHARLTON ~~notes~~ARIA ~~are~~ACQUISITION ~~an integral part of these financial statements.~~CORPORATION

~~F-4~~STATEMENTS OF OPERATIONS

CHARLTON ARIA ACQUISITION CORPORATION

	For The Year Ended December 31, 2025			For The Period From March 22, 2024 (Inception) Through December 31, 2024
Formation and operating costs	$	595,545		$	341,598
Stock-based compensation expense		-			249,695
Loss from operations		(595,545	)		(591,293	)

Other income:
Change in fair value of over-allotment option liability		-			197,895
Interest and dividends earned on cash and investments held in Trust Account		3,574,409			657,624
Interest income		3,178			2,612
Total other income		3,577,587			858,131

Net income	$	2,982,042		$	266,838

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,500,000			1,917,254.00
Basic and diluted income per share, Class A ordinary shares subject to possible redemption	$	0.27		$	0.07
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		2,465,000			1,989,982
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares	$	0.27		$	0.07

~~STATEMENT OF~~The ~~CHANGES~~accompanying INnotes ~~SHAREHOLDERS’~~are ~~DEFICIT~~an integral part of these financial statements.

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of March 22, 2024 (inception)		-	$	-		-		$	-		$	-		$	-		$	-
founder shares issued to initial shareholder		-		-		2,156,250			216			24,784			-			25,000
Forfeiture of founder shares		-		-		(31,250	)		(3	)		3						-
Sale of private placement units		255,000		25		-			-			2,549,975			-			2,550,000
Fair value of rights included in public units		-		-		-			-			1,152,422			-			1,152,422
Issuance of representative shares		85,000		9		-			-			(9	)		-			-
Allocated value of transaction costs torights		-		-		-			-			33,660			-			33,660
Stock-based compensation expense		-		-		-			-			249,695			-			249,695
Initial measurement of carrying value to redemption value		-		-		-			-			(4,010,530	)		(902,311	)		(4,912,841	)
Remeasurement of carrying value to redemption value		-		-		-			-			-			(657,624	)		(657,624	)
Net income		-		-		-			-			-			266,838			266,838
Balance as of December 31, 2024		340,000	$	34		2,125,000		$	213		$	-		$	(1,293,097	)	$	(1,292,850	)

F-4

~~The accompanying~~CHARLTON ~~notes~~ARIA ~~are~~ACQUISITION ~~an integral part of these financial statements.~~CORPORATION

~~F-5~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

CHARLTON ARIA ACQUISITION CORPORATION

	Ordinary Shares										Additional						Total
	Class A				Class B						Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance as of March 22, 2024 (Inception)		-	$	-		-		$	-		$	-		$	-		$	-
Founder shares issued to initial shareholder		-		-		2,156,250			216			24,784			-			25,000
Forfeiture of founder shares		-		-		(31,250	)		(3	)		3			-			-
Sale of private placement units		255,000		25		-			-			2,549,975			-			2,550,000
Fair value of rights included in public units		-		-		-			-			1,152,422			-			1,152,422
Issuance of representative shares		85,000		9		-			-			(9	)		-			-
Allocated value of transaction costs to rights		-		-		-			-			33,660			-			33,660
Stock-based compensation expense		-		-		-			-			249,695			-			249,695
Initial measurement of carrying value to redemption value		-		-		-			-			(4,010,530	)		(902,311	)		(4,912,841	)
Remeasurement of carrying value to redemption value		-		-		-			-			-			(657,624	)		(657,624	)
Net income		-		-		-			-			-			266,838			266,838
Balance as of December 31, 2024		340,000		34		2,125,000			213			-			(1,293,097	)		(1,292,850	)
Remeasurement of carrying value to redemption value		-		-		-			-			-			(3,574,409	)		(3,574,409	)
Net income		-		-		-			-			-			2,982,042			2,982,042
Balance as of December 31, 2025		340,000	$	34		2,125,000		$	213		$	-		$	(1,885,464	)	$	(1,885,217	)

~~STATEMENT~~The accompanying notes are an integral part of OFthese ~~CASH~~financial ~~FLOWS~~statements.

	For The Period From
	March 22, 2024
	(Inception) Through
	December 31, 2024
Cash Flows from Operating Activities:
Net income	$	266,838
Adjustments to reconcile net income to net cash used in operating activities
Formation and operating cost paid by the sponsor		127,427
Stock-based compensation expense		249,695
Change in valuation of over-allotment liability		(197,895	)
Dividend earned on investments held in trust account		(657,624	)
Changes in operating assets and liabilities:
Prepaid expenses		(9,365	)
Accounts payable and accrued expenses		35,884
Due to related parties		13,750
Net Cash Used in Operating Activities		(171,290	)
Cash Flows from Investing Activities:
Purchase of investment held in trust account		(85,212,500	)
Net Cash Used in investing Activities		(85,212,500	)
Cash Flows from Financing Activities:
Proceeds from public offering		85,000,000
Proceeds from private placement		2,550,000
Repayment of promissory note to related party		(273,969	)
Payment of underwriter discount, net of reimbursement of offering costs from underwriter		(1,062,500	)
Payment of offering costs		(382,322	)
Net Cash Provided by Financing Activities		85,831,209
Net Change in Cash		447,419
Cash, beginning of period		-
Cash, end of year	$	447,419
Supplemental Disclosure of Cash Flow Information:
Offering costs paid by shareholders in exchange for issuance of Class B ordinary shares	$	25,000
Offering costs paid via promissory note - related party	$	146,541
Initial adjustment of class A common shares to redeemable shares	$	80,299,659
Deferred underwriting commission payable	$	1,700,000
Initial measurement of carrying value to redemption value	$	4,912,841
Remeasurement of carrying value to redemption value	$	657,624

F-5

~~The accompanying~~CHARLTON ~~notes~~ARIA ~~are~~ACQUISITION ~~an integral part of these financial statements.~~CORPORATION

~~F-6~~STATEMENTS OF CASH FLOWS

CHARLTON ARIA ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS

	For The Year Ended December 31, 2025			For The Period From March 22, 2024 (Inception) Through December 31, 2024
Cash Flows from Operating Activities:
Net income	$	2,982,042		$	266,838
Adjustments to reconcile net income (loss) to net cash used in operating activities
Formation and operating cost paid by the Sponsor		-			127,427
Stock-based compensation expense		-			249,695
Change in valuation of over-allotment liability		-			(197,895	)
Interest and dividends earned on cash and investments held in Trust Account		(3,574,409	)		(657,624	)
Changes in operating assets and liabilities:
Prepaid expenses		1,209			(9,365	)
Accounts payable and accrued expenses		(2,007	)		35,884
Due to related parties		50,000			13,750
Net Cash Used in Operating Activities		(543,165	)		(171,290	)

Cash Flows from Investing Activities:
Purchase of investment held in trust account		-			(85,212,500	)
Net Cash Used in investing Activities		-			(85,212,500	)

Cash Flows from Financing Activities:
Proceeds from public offering		-			85,000,000
Proceeds from private placement		-			2,550,000
Repayment of promissory note to a related party		-			(273,969	)
Payment of underwriter discount, net of reimbursement of offering costs from underwriter		-			(1,062,500	)
Payment of offering costs		-			(382,322	)
Proceeds from working capital loan from a related party		100,881			-
Net Cash Provided by Financing Activities		100,881			85,831,209

Net Change in Cash		(442,284	)		447,419

Cash, beginning of year		447,419			-
Cash, end of year	$	5,135		$	447,419

Supplemental Disclosure of Cash Flow Information:
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	-		$	25,000
Offering costs paid via promissory note - related party	$	-		$	146,541
Initial adjustment of class A common shares to redeemable shares	$	-		$	80,299,659
Deferred underwriting commission payable	$	-		$	1,700,000
Initial measurement of carrying value to redemption value	$	-		$	4,912,841
Remeasurement of carrying value to redemption value	$	3,574,409		$	657,624

~~Note 1 — Organization, Business~~The ~~Operation~~accompanying ~~and~~notes ~~Going~~are ~~Concern~~an ~~Consideration~~integral part of these financial statements.

Charlton Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end.F-6

~~As of~~CHARLTON ~~December~~ARIA ~~31,~~ACQUISITION ~~2024, the Company had not commenced any operations. For the period from March 22, 2024 (inception) through~~CORPORATION ~~December~~NOTES ~~31,~~TO ~~2024,~~FINANCIAL the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”). The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and private placement (“Private Placement”, see Note 4).STATEMENTS

~~The~~Note 1 — Organization, ~~Company’s~~Business ~~management~~Operation ~~has broad discretion with respect to the specific application of the net proceeds of the IPO~~ and ~~the~~Going ~~sale of~~Concern the Private Placements Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully.Consideration

~~The Company’s~~Charlton ~~founder~~Aria ~~and~~Acquisition ~~sponsor~~Corporation (the “Company”) is STa ~~Sponsor II~~blank ~~Limited,~~check acompany incorporated in the Cayman Islands on March 22, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “~~sponsor~~initial business combination”). ~~The~~ The Company’s ~~ability~~efforts to ~~commence~~identify ~~operations~~a isprospective ~~contingent~~target ~~upon~~business ~~obtaining~~will ~~adequate~~not ~~financial~~be ~~resources~~limited ~~through~~to ~~IPO~~a ~~and~~particular ~~the~~industry ~~Private~~or geographic location. ~~Placement~~The Company has elected December 31 as its fiscal year end.

~~On October~~As 25of December 31, ~~2024~~2025, the Company ~~consummated~~had ~~its~~not ~~initial~~commenced any ~~public~~operations. ~~offering~~For (the ~~“IPO”)~~period offrom 7March 22,~~500,000~~ ~~units~~2024 (~~“Units”~~inception)~~. Each~~ ~~Unit~~through ~~consists~~December of31, ~~one~~2025, ~~Class~~the ACompany’s ~~ordinary~~efforts ~~share,~~have ~~$0.0001~~been ~~par~~limited to ~~value~~organizational ~~per~~activities ~~share,~~as ~~and~~well ~~one~~as ~~right~~activities related to ~~receive~~the ofinitial ~~one-eighth~~public ofoffering ~~one~~(the ~~Class A~~“IPO”) and search for target ~~ordinary~~for ~~share~~business ~~upon~~combination. The Company will not generate any operating revenues until after the completion of ~~the~~an initial business combination, at the earliest. The ~~Units~~Company ~~were~~will ~~sold~~generate atnon-operating anincome ~~offering~~in ~~price~~the form of ~~$10.00~~dividend ~~per~~and/or ~~Unit, generating~~interest ~~total~~income ~~gross~~from the proceeds ofderived from ~~$75~~the IPO and private placement (“Private Placement”,~~000,000~~ see Note 4).

~~Simultaneously~~The Company’s management has broad discretion with ~~the~~respect ~~consummation~~to of the ~~IPO~~specific ~~and~~application of the ~~sale~~net proceeds of the ~~Units,~~IPO and the ~~Company~~sale ~~consummated~~of the ~~private~~Private ~~placement~~Placements Units (~~“Private~~as ~~Placement”~~defined below), ofalthough ~~240,000~~substantially ~~units~~all (of the ~~“Private~~net ~~Placement~~proceeds ~~Units”)~~are intended to ~~the~~be ~~sponsor,~~applied atgenerally atoward ~~price~~consummating ofan ~~$10~~initial business combination.00 There ~~per~~is ~~Private~~no ~~Placement~~assurance ~~Unit,~~that ~~generating total~~the ~~proceeds~~Company ofwill ~~$2,400,000,~~be ~~which~~able isto ~~described~~complete inan ~~Note~~initial 4business combination successfully.

~~In connection~~The ~~with~~Company’s ~~the~~founder ~~IPO,~~and ~~the~~sponsor ~~underwriters~~is ~~were~~ST Sponsor II ~~granted an option to purchase up to 1~~Limited,~~125,000~~ ~~additional~~a ~~Units~~Cayman toIslands ~~cover~~exempted ~~over-allotments, if~~company ~~any~~ (the “~~Over-allotment Option~~sponsor”). OnThe ~~November~~Company’s ~~19,~~ability ~~2024,~~to ~~the~~commence ~~Representative exercised the Over-allotment Option in part,~~operations ~~and~~is ~~purchased~~contingent ~~1,000,000~~upon ~~Units~~obtaining ~~(the~~adequate ~~“Option~~financial ~~Units”),~~resources ~~generating~~through ~~gross~~IPO ~~proceeds of $10,000,000. Simultaneously with the issuance~~ and ~~sale of~~ the ~~Option Units, the Company completed a private placement sale of 15,000~~ Private ~~Units (the “Additional Private~~ Placement ~~Units”) to the sponsor at a purchase price of $10~~.~~00 Private Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.~~

~~In connection~~On ~~with~~October ~~the~~25, ~~offering~~2024, of the ~~Option~~Company ~~Units~~consummated ~~and~~its initial ~~the~~public ~~sale~~offering ~~of Additional Private Placement Units,~~ (the ~~proceeds~~“IPO”) of ~~$10~~7,~~025~~500,000 ~~from the~~units ~~proceeds~~(“Units”). ofEach ~~the~~Unit ~~offering~~consists of ~~the~~one ~~Option~~Class ~~Units~~A ~~and~~ordinary ~~the~~share, $0.0001 ~~sale~~par ofvalue ~~Additional~~per ~~Private~~share, ~~Placement~~and ~~Units~~one ~~were~~right ~~placed~~to inreceive ~~the~~of ~~trust~~one-eighth ~~account established~~of ~~for~~one Class A ordinary share upon the ~~benefit~~completion of the ~~Company’s~~initial business ~~public~~combination. ~~shareholders~~The ~~and~~Units ~~the~~were ~~underwriters~~sold ofat ~~the~~an ~~IPO,~~offering ~~with~~price ~~Continental~~of ~~Stock~~$10.00 ~~Transfer &~~per ~~Trust~~Unit, ~~Company~~generating ~~acting~~total asgross ~~trustee~~proceeds of $75,000,000.

~~31,250 shares~~Simultaneously ofwith the ~~2,156,250~~consummation ~~Class~~of Bthe ~~ordinary~~IPO and ~~shares,~~the ~~par~~sale ~~value~~of ~~$0.0001~~the ~~per~~Units, ~~share~~the ~~(“Class~~Company Bconsummated ~~ordinary~~the ~~share”~~private orplacement (“~~founder shares~~Private Placement”) ~~(see~~of ~~Note~~240,000 4)units ~~held by~~ (the ~~sponsor~~“Private Placement ~~were~~Units”) ~~forfeited~~ to the ~~extent that the underwriters’ over-allotment option was exercised in part~~sponsor, soat ~~that~~a ~~our~~price ~~insiders~~of ~~will collectively own 20~~$10.0%00 ofper ~~our issued and outstanding shares after the IPO (without given effect to the sale of the~~ Private Placement ~~Units~~Unit, ~~the~~generating ~~Representative~~total ~~Shares~~proceeds ~~(as~~of ~~defined below)~~$2, ~~and assuming our directors~~400, ~~officers~~000, ~~Sponsor~~which oris ~~any~~described ~~of the foregoing’s affiliates (collectively, “insiders”) do not purchase Units~~ in ~~the~~Note ~~IPO)~~4.

FIn connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-7allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10.00 Private Units, generating gross proceeds of $150,000. The Company also issued an additional 10,000 Representative Shares to the Representative. The remaining Over-allotment Option expired on December 9, 2024.

~~Transaction~~In connection with the offering of the Option ~~costs~~Units ~~amounted~~and tothe $3sale of Additional Private Placement Units,~~408,558,~~ ~~consisting~~the proceeds of $110,~~275~~025,000 offrom ~~underwriting~~the ~~commissions~~proceeds ~~which~~of ~~was~~the ~~paid~~offering inof ~~cash~~the atOption Units and the ~~closing~~sale ~~date~~ of Additional Private Placement Units were placed in the ~~IPO,~~ ~~$1,700,000~~trust ofaccount ~~deferred~~established ~~underwriting~~for ~~commissions,~~the ~~$92,195~~benefit of the ~~Representative~~Company’s public ~~Shares~~shareholders ~~(discussed~~and inthe underwriters of the ~~below)~~IPO, ~~and~~with ~~$341,363~~Continental ~~of other~~Stock ~~offering~~Transfer ~~costs~~& Trust Company acting as trustee.

In conjunction with the IPO, the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares in connection with the IPO and the offering of the Option Units totaled $92,195.F-7

~~The Company’s~~31,250 ~~initial~~shares ~~business~~of ~~combination~~the ~~must~~2,156,250 ~~occur~~Class ~~with~~B ~~one~~ordinary shares, orpar ~~more target businesses that together have an aggregate fair market~~ value of$0.0001 atper ~~least~~share ~~80%~~(“Class ofB ~~the~~ordinary ~~value~~share” ofor ~~the~~“founder ~~trust~~shares”) ~~account~~ (~~excluding~~see ~~any~~Note ~~deferred~~4) ~~underwriters’~~held ~~fees~~by ~~and taxes payable on~~ the ~~income~~sponsor ~~earned~~were onforfeited ~~the~~to ~~trust account) at~~ the ~~time~~extent ofthat the ~~agreement~~underwriters’ toover-allotment ~~enter~~option ~~into~~was ~~the~~exercised ~~initial~~in ~~business~~part, ~~combination.~~so ~~The~~that ~~Company~~our insiders will ~~complete its~~collectively ~~initial~~own ~~business~~20.0% ~~combination~~of ~~only~~our ifissued ~~the~~and ~~post-transaction~~outstanding ~~company in which its public shareholders own~~ shares ~~will~~after ~~own~~the orIPO ~~acquire~~(without ~~50% or~~given ~~more~~effect ofto the ~~outstanding~~sale ~~voting securities~~ of the ~~target~~Private orPlacement ~~otherwise~~Units, ~~acquires a controlling interest in~~ the ~~target sufficient for~~Representative itShares ~~not to be required to register~~ (as andefined ~~investment~~below), ~~company~~and ~~under~~assuming ~~the~~our ~~Investment~~directors, ~~Company~~officers, ~~Act.~~Sponsor ~~There~~or isany noof ~~assurance~~the ~~that~~foregoing’s ~~the~~affiliates ~~Company~~(collectively, ~~will~~“insiders”) bedo ~~able~~not topurchase ~~complete~~Units anin ~~initial~~the ~~business combination successfully~~IPO)..

~~Upon the~~Transaction ~~closing~~costs ofamounted ~~the~~to ~~IPO~~$3,408,558, ~~management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust~~consisting ~~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~~$1,275,000 ~~or in money market funds meeting the applicable conditions~~ of ~~Rule 2a-7 promulgated~~underwriting ~~under~~commissions ~~the Investment Company Act~~ which ~~invest~~was ~~solely~~paid in ~~direct~~cash ~~U.S. government~~at ~~treasury. Except with respect to divided and/or interest earned on~~ the ~~funds~~closing ~~held~~date inof the ~~trust account that may be released to the Company to pay the Company’s tax obligation~~IPO, ~~if any~~$1,700,000 ~~the proceeds from the IPO and the sale~~ of ~~the~~deferred ~~Private~~underwriting ~~Placement Units that are deposited and held in~~commissions, ~~the~~$92,195 ~~trust account will not be released from the trust account until the earliest to occur~~ of ~~(i)~~ the ~~completion~~Representative ofShares ~~the Company’s initial business combination,~~ (~~ii) the~~discussed ~~redemption of any public shares properly tendered~~ in ~~connection with a shareholder vote to amend~~ the company’s memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of the Company’s public shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined below), ~~or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity~~ and ~~(iii) the~~$341,363 ~~redemption~~ of ~~all of public shares if the Company is unable to complete their initial business combination by the, subject to applicable law. In no~~ other ~~circumstances~~offering ~~will a public shareholder have any right or interest of any kind to or in the trust account~~costs. ~~The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.~~

~~The~~In ~~Company~~conjunction ~~will~~with ~~have~~the ~~until April 25~~IPO, ~~2026 (or 18 months from~~ the ~~consummation~~Company ~~of the IPO) to consummate its initial business combination. If it anticipates that it may not be~~issued ~~able~~ to ~~consummate~~the ~~its~~underwriter ~~initial~~85,000 ~~business~~Class ~~combination~~A byordinary ~~then,~~shares itfor ~~may,~~no ~~but~~consideration is(the ~~not~~“Representative ~~obligated~~Shares”). ~~to,~~The ~~extend~~fair ~~the~~value ~~period~~ of ~~time to consummate~~the anRepresentative ~~initial~~Shares ~~business~~accounted ~~combination~~for ~~two~~as ~~times~~compensation byunder anAccounting ~~additional~~Standards ~~three months~~Codification ~~each time~~ (~~until~~“ASC”) ~~July 25~~718, ~~2026 or October 25, 2026, or up~~“Compensation to– 21Stock ~~months~~Compensation” or(“ASC ~~24 months from the consummation of the IPO to complete an initial business combination~~718”), ~~provided~~is ~~that~~included ~~the sponsor and/or designees must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit~~ in ~~either case), up to an aggregate of $1,750,000 on or prior to~~ the ~~date~~offering ~~of the applicable deadline~~costs. The ~~applicable~~estimated ~~deadline~~fair tovalue ~~consummate~~of the ~~initial~~Representative ~~business~~Shares ~~combination~~ in ~~each~~connection ~~case,~~with ~~April~~the ~~25,~~IPO ~~2026,~~and ~~July~~the ~~25,~~offering ~~2026~~of orthe ~~October~~Option ~~25,~~Units ~~2026,~~totaled ~~is referred as the “Combination Deadline”~~$92,195.

The Company’s ~~will~~initial ~~provide~~business ~~its~~combination must ~~public~~occur ~~shareholders~~ with ~~the~~one ~~opportunity~~or tomore ~~redeem~~target ~~all~~businesses orthat atogether ~~portion~~have an aggregate fair market value of ~~their~~at ~~public~~least ~~shares~~80% ~~upon~~of the ~~completion~~ value of the ~~initial~~trust account ~~business~~(excluding ~~combination~~any ~~either~~deferred ~~(i) in~~underwriters’ ~~connection~~fees ~~with~~and ataxes ~~shareholder~~payable ~~meeting~~on ~~called~~the income earned on the trust account) at the time of the agreement to ~~approve~~enter into the initial business combination. orThe ~~(ii) by~~Company will complete its initial business combination only if the post-transaction ~~means~~company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a ~~tender~~controlling ~~offer~~interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete an initial business combination successfully.

Upon the closing of the IPO, management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”). The funds held ~~ordinary~~in ~~shares~~the ~~subject~~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. Except with respect to ~~redemption~~divided ~~accredited~~and/or interest earned on the funds held in the trust account that may be released to the ~~redemption~~Company ~~value~~to pay the Company’s tax obligation, if any, the proceeds from the IPO and ~~classified~~the assale ~~temporary~~of ~~equity~~the ~~upon~~Private Placement 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 ~~IPO~~ Company’s initial business combination, (ii) the redemption of any public shares properly tendered in ~~accordance~~connection with ~~Financial~~a ~~Accounting~~shareholder ~~Standard~~vote ~~Board~~to amend the company’s ~~(FASB)~~memorandum ~~Accounting~~and ~~Standards~~articles ~~Codification~~of association effective at the time to (~~“ASC”~~A) ~~Topic~~ ~~480~~modify ~~“Distinguishing~~the ~~Liabilities~~substance ~~from~~or ~~Equity.”~~timing ~~The~~of obligation to redeem 100% of the Company’s ~~has~~public ~~determined~~shares if the Company does not tocomplete ~~consummate~~the Company’s initial business combination by the Combination Deadline (as defined below), or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination ~~unless~~activity and (iii) the redemption of all of public shares if the Company ~~has~~is ~~net~~unable ~~tangible~~to ~~assets~~complete oftheir atinitial ~~least~~business $5combination by the,~~000,001~~ ~~upon~~subject ~~such~~to ~~consummation~~applicable inlaw. ~~order~~In no other circumstances will a public shareholder have any right or interest of any kind to ~~avoid~~or ~~being~~in the trust account. The proceeds deposited in the trust account could become subject to ~~Rule 419~~the ~~promulgated under~~claims of the ~~Securities~~Company’s ~~Act~~creditors, if any, which could have priority over the claims of the public shareholders.

~~F-8~~The Company will have until April 25, 2026 (or 18 months from the consummation of the IPO) to consummate its initial business combination. If it anticipates that it may not be able to consummate its initial business combination by then, it may, but is not obligated to, extend the period of time to consummate an initial business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the consummation of the IPO to complete an initial business combination), provided that the sponsor and/or designees must deposit into the trust account for each three months extension, $850,000 ($0.10 per unit in either case), up to an aggregate of $1,750,000 on or prior to the date of the applicable deadline. The applicable deadline to consummate the initial business combination in each case, April 25, 2026, July 25, 2026, or October 25, 2026, is referred as the “Combination Deadline”. On April 24, 2026, the sponsor deposited $850,000 into the trust account, as a result of which, the Company has until July 25, 2026 to complete its initial business combination.

If the Company does not complete its initial business combination by Combination Deadline, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 earned on the funds held in the trust account and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest generated from the funds held in the trust account released to us to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and, 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 time). The sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fail to consummate an initial business combination by the Combination Deadline.8

The ~~sponsor~~ ~~has~~Company ~~agreed that it~~ will beprovide ~~liable~~its topublic ~~the~~shareholders with ~~Company if and to~~ the ~~extent~~opportunity ~~any claims by a third party for services rendered or products sold~~ to ~~the~~redeem ~~Company,~~all or a ~~prospective~~portion ~~target business with which the Company has entered into a written letter~~ of ~~intent,~~their ~~confidentiality or~~public ~~similar~~shares ~~agreement~~upon ~~or Business Combination agreement, reduce~~ the ~~amount~~completion of ~~funds in~~ the ~~trust~~initial ~~account~~business tocombination ~~below the lesser of~~ either (i) ~~$10.025 per public share and (ii) the actual amount per public share held~~ in ~~the~~connection ~~trust~~with ~~account~~a asshareholder ofmeeting ~~the~~called ~~date of the liquidation of the trust account, if less than $10.025 per share due~~ to ~~reductions~~approve in the ~~value~~initial ~~of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target~~ business ~~who~~combination ~~executed a waiver of any and all rights to the monies held in the trust account (whether~~ or ~~not such waiver is enforceable~~(ii) by ~~nor~~means ~~will it apply to any claims under the Company’s indemnity~~ of ~~the~~a ~~underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However,~~tender the Company has not asked the sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the companyoffer. Therefore, it cannot be assured that that the sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Going~~The ordinary shares subject to redemption accredited ~~Concern~~to ~~Consideration~~the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standard Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

AsIf the Company does not complete its initial business ofcombination ~~December~~by ~~31,~~Combination ~~2024~~Deadline, the Company ~~had~~will: ~~$447,419~~(i) cease ofall ~~cash~~operations ~~and~~except afor ~~working~~the ~~capital~~purpose of ~~$407~~winding up,~~150.~~ ~~The~~(ii) as promptly ~~Company~~as ~~expects~~reasonably topossible ~~incur~~but ~~significant~~no ~~professional costs~~more tothan ~~remain~~ten business asdays thereafter, redeem the public shares, at a ~~publicly~~per-share ~~traded~~price, ~~company~~payable in ~~and~~cash, equal to ~~incur~~the ~~significant~~aggregate ~~transaction~~amount ~~costs~~then inon ~~pursuit~~deposit ofin the ~~consummation~~trust ofaccount, anincluding ~~initial~~interest ~~business~~earned ~~combination.~~on Inthe ~~connection~~funds ~~with~~held in the ~~Company’s~~trust account ~~assessment~~and ofnot ~~going~~previously ~~concern~~released ~~considerations~~to inthe ~~accordance~~Company ~~with~~to ~~Accounting~~pay ~~Standards Update~~taxes ~~(“ASU”)~~that ~~2014-15,~~were ~~“Disclosures~~paid ofby ~~Uncertainties~~the ~~about~~Company anor ~~Entity’s~~are ~~Ability~~payable toby ~~Continue~~the asCompany, aif ~~Going~~any ~~Concern,”~~(less ~~management~~up ~~has~~to ~~determined~~$100,000 ~~that~~of ~~these~~interest ~~conditions~~generated ~~raise~~from ~~substantial~~the ~~doubt~~funds ~~about~~held in the ~~Company’s~~trust ~~ability~~account released to ~~continue~~us asto apay ~~going~~dissolution ~~concern. Management’s~~expenses) ~~plan~~divided inby ~~addressing~~the number ~~this~~of ~~uncertainty~~the isthen-issued ~~through~~and ~~the~~outstanding ~~Working~~public ~~Capital Loans~~shares, aswhich ~~defined~~redemption ~~below~~will ~~(see~~completely ~~Note~~extinguish ~~5).~~public Inshareholders’ ~~addition,~~rights ifas ~~the~~shareholders ~~Company~~(including isthe ~~unable~~right to ~~complete~~receive anfurther ~~initial~~liquidation ~~business~~distributions, ~~combination~~if ~~within~~any); ~~the~~and ~~Combination~~(iii) as ~~Period~~promptly byas ~~April~~reasonably ~~25,~~possible following ~~2026~~such redemption, ~~unless~~subject ~~further~~to ~~extended,~~ the ~~Company’s~~approval ~~board~~ of ~~directors~~its ~~would~~remaining ~~proceed~~shareholders toand ~~commence~~its aboard ~~voluntary~~of ~~liquidation~~directors, liquidate and ~~thereby~~dissolve, asubject in ~~formal~~each ~~dissolution~~case ofto ~~the~~its ~~Company. There~~obligations isunder noCayman ~~assurance~~Islands ~~that~~law ~~the Company’s plans~~ to ~~consummate~~provide anfor ~~initial~~claims ~~business~~of ~~combination~~creditors ~~will~~and bethe ~~successful~~requirements ~~within~~of ~~the~~other ~~Combination~~applicable ~~Period~~time). AsThe asponsor ~~result,~~and ~~management~~each ~~has~~member ~~determined~~of ~~that~~management ~~such~~team ~~additional~~have ~~condition~~entered ~~also~~into ~~raise~~an ~~substantial~~agreement ~~doubt~~with ~~about~~ the Company’s, ~~ability~~ pursuant to ~~continue~~which asthey ahave ~~going~~agreed ~~concern.~~to waive ~~The~~their ~~financial~~rights ~~statement~~to ~~does~~liquidating ~~not~~distributions ~~include~~from the trust account with respect to any ~~adjustments~~founder ~~that~~shares ~~might~~they ~~result~~hold ~~from~~if the ~~outcome~~Company offails to ~~this~~consummate ~~uncertainty~~an initial business combination by the Combination Deadline.

~~Risks~~The sponsor has agreed that it will be liable to the Company if and ~~Uncertainties~~to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.025 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.025 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that the sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~As a~~Going ~~result~~Concern of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial 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 an initial business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Consideration

FAs of December 31, 2025, the Company had $5,135 of cash and a working capital deficit of $185,217. The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-915, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s plan in addressing this uncertainty is through the Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate an initial business combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~Note 2 — Significant accounting policies~~F-9

~~Basis of~~Risks ~~Presentation~~and Uncertainties

~~The accompanying~~As ~~financial~~a ~~statements~~result ~~are~~of ~~presented~~the military action commenced in February 2022 ~~conformity~~by ~~with~~the ~~accounting~~Russian ~~principles~~Federation ~~generally~~and ~~accepted~~Belarus in the ~~United States~~country of Ukraine and related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of ~~America~~a ~~(“US~~target ~~GAAP”)~~business with which the Company ultimately consummates an initial business combination, may be materially and ~~pursuant~~adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ~~rules~~ ability to raise equity and ~~regulations~~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 ~~SEC~~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 an initial business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Emerging Growth~~Note 2 — Significant ~~Company Status~~accounting policies

~~The Company~~Basis ~~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, as amended (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 of 2002, as amended, 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.Presentation

~~Further, Section 102(b)(1) of~~The ~~the~~accompanying ~~JOBS~~financial ~~Act~~statements ~~exempts~~are ~~emerging~~presented in ~~growth~~conformity ~~companies from being required to comply~~ with ~~new or revised financial~~ accounting ~~standards~~principles ~~until~~generally ~~private~~accepted ~~companies~~in ~~(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under~~ the ~~Securities Exchange~~United ~~Act~~States of ~~1934,~~America ~~as amended~~ (~~the~~ “~~Exchange~~US ~~Act~~GAAP”)) ~~are~~and ~~required to comply with the new or revised financial accounting standards. The JOBS Act provides~~pursuant ~~that a company can elect~~ to ~~opt out of~~ the ~~extended transition period~~ rules and ~~comply~~regulations ~~with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out~~ of ~~such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,~~ the ~~Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard~~SEC. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use of~~Emerging ~~Estimates~~Growth Company Status

The ~~preparation~~ ofCompany ~~financial~~is ~~statements~~an in“emerging ~~conformity~~growth ~~with~~company,” as USdefined ~~GAAP~~in ~~requires~~Section 2(a) of ~~management~~the toSecurities ~~make~~Act of 1933, ~~estimates~~as ~~and~~amended, ~~assumptions~~(the ~~that~~“Securities ~~affect~~Act”), ~~the~~as modified ~~reported~~by ~~amounts~~the Jumpstart Our Business Startups Act of 2012, ~~assets~~as ~~and~~amended ~~liabilities~~(the “JOBS Act”), and ~~disclosure~~it may take advantage of ~~contingent~~certain exemptions ~~assets~~from ~~and~~various ~~liabilities~~reporting atrequirements 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 ~~date~~auditor attestation requirements of Section 404 of the ~~financial~~Sarbanes-Oxley ~~statements~~Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and ~~the~~proxy ~~reported~~statements, ~~amounts~~and exemptions from the requirements of ~~expenses~~holding ~~during~~a ~~the~~nonbinding ~~reporting~~advisory ~~period.~~vote ~~Actual~~on ~~results~~executive ~~could~~compensation ~~differ~~and ~~from~~shareholder ~~those~~approval ~~estimates~~of any golden parachute payments not previously approved.

~~Cash~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~Company considers all short-term investments with an original maturity~~ of ~~three months or less when purchased to be cash equivalents. The Company has cash of $447,419 as of December 31, 2024.~~Estimates

~~Investments~~The ~~Held~~preparation of financial statements in ~~Trust~~conformity with ~~Account~~US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

As of December 31, 2024, substantially all of the assets of $85,870,124 held in the trust account were held in money market funds, which are invested primarily in money market funds. These investments are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these investments are included in dividend income in the accompanying statements of operations and is automatically reinvested. The fair value for these investments is determined using quoted market prices in active markets.F-10

~~F-10~~Cash

~~Offering~~The Company considers all short-term investments ~~Costs~~with an original maturity of three months or less when purchased to be cash equivalents. The Company has cash of $5,135 and $447,419 as of December 31, 2025 and 2024, respectively.

~~The Company~~Cash ~~complies with the requirements of ASC 340-10-S99-1~~ and ~~SEC~~Investments ~~Staff~~Held ~~Accounting~~in ~~Bulletin~~Trust (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering. Account

~~Fair~~As of December 31, 2025 and 2024, substantially ~~Value~~all of ~~Financial~~the ~~Instruments~~assets of $89,444,533 and $85,870,124 held in the trust account, which are invested primarily in money market funds. These investments are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these investments are included in interest and dividends income in the accompanying statements of operations and is automatically reinvested. The fair value for these investments is determined using quoted market prices in active markets.

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

~~Concentration~~The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of ~~Credit~~Offering. Deferred ~~Risk~~offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

~~Financial instruments~~Concentration ~~that potentially subject the Company to concentrations~~ of ~~credit~~Credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $250,000. As of December 31, 2024, $197,419 was over the FDIC limit. The Company has not experienced losses on these accounts. Risk

~~Net~~Financial instruments that potentially subject ~~Income~~the ~~Per~~Company ~~Share~~to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $250,000. As of December 31, 2025 and 2024, $0 and $197,419, respectively, were over the FDIC limit. The Company has not experienced losses on these accounts.

~~The~~Net ~~Company complies~~Income ~~with accounting and disclosure requirements of FASB ASC 260, Earnings~~ Per Share. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income per share as the redemption value approximates fair value. As of December 31, 2024, the Company has not considered the effect of the 8,755,000 Rights included in the Units, the Private Placement Units, the Option Units and the Additional Private Placement Units, in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented.

FThe Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income per share as the redemption value approximates fair value. For the year ended December 31, 2025, the Company has not considered the effect of the 8,755,000 Rights included in the Units, the Private Placement Units, the Option Units and the Additional Private Placement Units, in the calculation of diluted net income per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-11dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

	~~For The Period From~~				For The Period From
	~~March 22, 2024~~				March 22, 2024
	(Inception) Through
	For The Year Ended				(Inception) Through
	December 31, 2024
	December 31, 2025				December 31, 2024
	Redeemable Class A		Non-Redeemable Class A and Class B
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Ordinary Shares		Ordinary Shares
	Class A		Class A and Class B		Class A		Class A and Class B
Basic and diluted net income per ordinary share:
	Ordinary		Ordinary		Ordinary		Ordinary
Numerators:
	Shares		Shares		Shares		Shares
Allocation of net income	$	130,936	$	135,902
Basic and diluted net income per ordinary share:
Denominators:
Numerators:
Basic and diluted weighted average shares outstanding		1,917,254		1,989,982
Allocation of net income	$	2,311,660	$	670,382	$	130,936	$	135,902
Basic and diluted net income per ordinary share	$	0.07	$	0.07
Denominators:
Basic and diluted weighted average shares outstanding		8,500,000		2,465,000		1,917,254		1,989,982
Basic and diluted net income per ordinary share	$	0.27	$	0.27	$	0.07	$	0.07

~~Fair Value of Financial Instruments~~F-11

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

The ~~Company~~ ~~applies ASC 820, which establishes a framework for measuring~~ fair value ~~and clarifies the definition~~ of ~~fair value within that framework. ASC 820 defines fair value as an exit price, which is~~ the ~~price that would be received for an asset or paid to transfer a liability in the~~ Company’s ~~principal~~assets ~~or most advantageous market in an orderly transaction between market participants on the measurement~~and ~~date.~~liabilities, ~~The~~which ~~fair~~qualify ~~value~~as ~~hierarchy~~financial ~~established~~instruments inunder ~~ASC~~FASB ASC 820, ~~generally~~“Fair ~~requires~~Value anMeasurements ~~entity to maximize the use of observable inputs~~ and ~~minimize the~~Disclosures,” ~~use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use~~approximates ~~in pricing~~ the ~~asset~~carrying oramounts ~~liability~~represented 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~~accompanying orbalance ~~liability~~sheet, ~~and~~primarily ~~are~~due to betheir ~~developed~~short-term ~~based on the best information available in the circumstances~~nature.

●The ~~Level~~Company 1applies —ASC ~~Assets~~820, which establishes a framework for measuring fair value and ~~liabilities~~clarifies ~~with~~the ~~unadjusted~~definition of fair value within that framework. ASC 820 defines fair value as an exit price, ~~quoted~~which ~~prices~~is ~~listed~~the onprice ~~active~~that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market ~~exchanges~~in an orderly transaction between market participants on the measurement date. ~~Inputs~~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. ~~measurement~~Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are ~~observable~~developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs, ~~such~~reflect asthe ~~quoted~~entity’s ~~prices~~own inassumptions based ~~active~~on ~~markets~~market ~~for~~data ~~identical~~and ~~assets~~the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability ~~liabilities~~and are to be developed based on the best information available in the circumstances.

● Level 21 — ~~Inputs~~Assets toand ~~the~~liabilities ~~fair~~with ~~value~~unadjusted, ~~measurement~~quoted ~~are determined using~~ prices ~~for~~listed ~~recently~~on ~~traded~~active ~~assets~~market ~~and~~exchanges. ~~liabilities~~Inputs ~~with~~to ~~similar~~the ~~underlying~~fair ~~terms,~~value asmeasurement ~~well~~are ~~as direct or indirect~~ observable inputs, such as ~~interest~~quoted ~~rates~~prices ~~and~~in ~~yield~~active ~~curves~~markets ~~that~~for ~~are~~identical ~~observable~~assets ator ~~commonly quoted intervals~~liabilities.

● Level 32 — Inputs to the fair value measurement are ~~unobservable~~determined ~~inputs,~~using ~~such~~prices asfor ~~estimates,~~recently ~~assumptions,~~traded assets and ~~valuation~~liabilities ~~techniques~~with ~~when~~similar ~~little~~underlying terms, as well as direct or noindirect ~~market~~observable ~~data~~inputs, ~~exists~~such ~~for~~as ~~the~~interest ~~assets~~rates orand ~~liabilities~~yield curves that are observable at commonly quoted intervals.

~~F-12~~● 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.

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

December 31, 2024	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
December 31, 2025	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in trust account	$	85,870,124	$	85,870,124	$	-	$	-
Cash and investments held in trust account	$	89,444,533	$	89,444,533	$	-	$	-
Total	$	8589,~~870~~444,~~124~~533	$	8589,~~870~~444,~~124~~533	$	-	$	-

The rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors.

December 31, 2024	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and investments held in trust account	$	85,870,124	$	85,870,124	$	-	$	-
Total	$	85,870,124	$	85,870,124	$	-	$	-

~~Derivative~~The rights were valued, using a calculation prepared ~~Financial~~by ~~Instruments~~management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors.

The Company evaluates its financial instrument to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and reF-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date. The over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was considered nominal as of October 25, 2024. The fair value of the over-allotment liability as of December 31, 2024 was $0 and the change in fair value of the over-allotment liability was $197,895 for the period from March 22, 2024 (inception) through December 31, 2024.

Class A ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control 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, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,500,000 Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

As of December 31, 2025 and 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross Proceeds	$	85,000,000
Class A ordinary shares subject to possible redemption, March 22, 2024 (Inception)	$	-
Gross Proceeds		85,000,000
Less:
Proceeds allocated to Public Rights		(1,152,422	)
Proceeds allocated to over-allotment option		(197,896	)
Redeemable Class A ordinary shares issuance cost		(3,350,023	)
Plus:
Initial measurement of carrying value to redemption value		4,912,841
Remeasurement of carrying value to redemption value		657,624
Class A ordinary shares subject to possible redemption, December 31, 2024	$	85,870,124
Plus: Remeasurement of carrying value to redemption value		3,574,409
Class A ordinary shares subject to possible redemption, December 31, 2025	$	89,444,533

~~F-13~~Income Taxes

~~Income~~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.

~~The Company~~ASC 740 ~~accounts~~also clarifies the accounting for uncertainty in income taxes ~~under~~recognized ~~ASC 740~~in ~~Income~~an ~~Taxes~~enterprise’s ~~(“ASC 740”).~~financial ~~ASC 740~~statements ~~requires~~and ~~the~~prescribes a recognition threshold and measurement ofprocess ~~deferred~~for ~~tax~~financial ~~assets~~statement recognition and ~~liabilities~~measurement ~~for~~of ~~both~~a ~~the~~tax ~~expected~~position ~~impact~~taken ofor ~~differences~~expected ~~between~~to ~~the~~be ~~financial~~taken ~~statement~~in ~~and~~a tax ~~basis~~return. ofFor ~~assets~~those ~~and~~benefits ~~liabilities~~to ~~and~~be ~~for~~recognized, ~~the~~a ~~expected future~~ tax ~~benefit~~position tomust be ~~derived~~more-likely-than-not ~~from~~to ~~tax~~be ~~loss~~sustained ~~and~~upon ~~tax~~examination ~~credit~~by ~~carry~~taxing ~~forwards~~authorities. ASC 740 ~~additionally~~ ~~requires~~also aprovides ~~valuation~~guidance ~~allowance~~on toderecognition, beclassification, ~~established~~interest ~~when~~and itpenalties, isaccounting ~~more~~in ~~likely~~interim ~~than~~period, ~~not~~disclosure ~~that~~and ~~all~~transition. Based oron athe ~~portion~~Company’s ofevaluation, ~~deferred~~it has been concluded that there are no significant uncertain tax ~~assets~~positions ~~will~~requiring ~~not~~recognition bein ~~realized~~the Company’s financial statements.

ASC 740 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 moreF-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.13

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There 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.

~~Stock-based compensation~~Related parties

~~The Company~~Parties, ~~recognizes~~which ~~compensation~~can ~~costs~~be ~~resulting from the issuance of stock-based awards to directors and officers as an expense in the financial statement over the requisite service period based on~~ a ~~measurement~~corporation ofor ~~fair value for each stock-based award. The fair value~~individual, isare ~~amortized~~considered asto ~~compensation~~be ~~cost~~related onif ~~a straight-line basis over~~ the ~~requisite~~Company ~~service~~has ~~period of~~ the ~~awards.~~ability, ~~The~~directly ~~Black-Scholes-Merton option-pricing~~or ~~model includes various assumptions~~indirectly, ~~including~~to ~~the~~control ~~fair market value of~~ the ~~estimated~~other ~~stock~~party ~~price~~or ofexercise ~~the Company, expected~~significant ~~life~~influence ofover ~~shares,~~ the ~~expected~~other ~~volatility~~party ~~and~~in ~~the~~making ~~expected~~financial ~~risk-free~~and ~~interest~~operational ~~rate, among others~~decisions. ~~These~~Companies ~~assumptions~~are ~~reflect~~also ~~the~~considered ~~Company’s best~~to ~~estimates,~~be ~~but~~related if they ~~involve~~are subject ~~inherent~~to ~~uncertainties~~common ~~based on market conditions generally outside the~~ control ofor ~~the~~common ~~Company~~significant influence.

~~Related parties~~Recent Accounting Pronouncements

~~Parties~~In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive ~~which~~Income-Expense ~~can~~Disaggregation beDisclosures a(Subtopic ~~corporation~~220-40): orDisaggregation ~~individual~~of Income Statement Expenses”, ~~are~~requiring ~~considered~~public entities to bedisclose ~~related~~additional ifinformation about specific expense categories in the ~~Company~~notes ~~has~~to the ~~ability,~~unaudited ~~directly~~financial orstatements ~~indirectly,~~on toan ~~control~~interim ~~the~~and ~~other~~annual ~~party~~basis. orASU ~~exercise~~2024-03 ~~significant~~is ~~influence~~effective ~~over~~for ~~the~~fiscal ~~other~~years ~~party~~beginning inafter ~~making~~December ~~financial~~15, 2026, and ~~operational~~for ~~decisions.~~interim ~~Companies~~periods ~~are~~beginning ~~also~~after ~~considered~~December to15, be2027, ~~related~~with ifearly ~~they~~adoption ~~are~~permitted. ~~subject~~The toCompany ~~common~~is ~~control~~currently orevaluating ~~common~~the ~~significant~~impact ~~influence~~of adopting ASU 2024-03.

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

~~In November 2023, the FASB issued~~Note ~~ASU~~3 ~~2023-07, Segment Reporting (Topic 280):~~— ~~Improvements~~Initial to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this ASU for the year ended December 31, 2024 and there was no material effect on the Company’s financial statements.Offering

~~Management does~~On ~~not~~October ~~believe~~25, ~~that~~2024, ~~any~~the ~~recently~~Company ~~issued~~sold 7,500,000 Units ~~but~~in ~~not~~its ~~effective~~IPO. On November 19, ~~accounting~~2024, ~~standards~~the Representative exercised the over-allotment option in part, ifand ~~currently~~purchased ~~adopted~~1,000,000 ~~would~~Units. Each ~~have~~Unit ahas ~~material~~an ~~effect~~offering price of $10.00 and consists of one share of the Company’s Class A ordinary share and one right. onEach right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the Company’s initial ~~financial~~business ~~statements~~combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of an initial business combination.

~~F-14~~Note 4 — Private Placement

~~Note~~Simultaneously with the closing of the IPO and the Option Units in part, the sponsor purchased an aggregate of 255,000 3Units —at a price of $10.00 per Unit for an aggregate ~~Initial~~purchase ~~Public~~price ~~Offering~~of $2,550,000 in the Private Placement. Each Private Placement Units was identical to the 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 to certain permitted transferees).

On October 25, 2024, the Company sold 7,500,000 Units in its IPO. On November 19, 2024, the Representative exercised the over-allotment option in part, and purchased 1,000,000 Units. Each Unit has an offering price of $10.00 and consists of one share of the Company’s ClassNote ~~A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth of one Class~~5 A— Related ~~ordinary share upon completion of the Company’s initial business combination. The Company will not issue~~Party ~~fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of an initial business combination.~~Transactions

~~Note 4 — Private Placement~~Founder Shares

~~Simultaneously with~~On ~~the~~April 23, ~~closing~~2024, of the ~~IPO~~Company ~~and~~issued ~~the~~2,156,250 Class B ~~Option~~ordinary ~~Units~~shares, inor ~~part~~founder shares, ~~the~~ ~~sponsor~~par ~~purchased~~value an$0.0001 ~~aggregate~~per ~~of 255~~share,~~000 Units at~~ to its Sponsor for a purchase price of $1025,000, or approximately $0.000116 per ~~Unit~~share. ~~for~~On anNovember ~~aggregate~~19, ~~purchase~~2024, ~~price~~the ~~of $2~~underwriters partially exercised the over-allotment option for an additional 1,~~550~~000,000 inUnits, reducing the ~~Private~~Class ~~Placement~~B ordinary shares subject to forfeiture to 31,250 shares. ~~Each~~On ~~Private~~December ~~Placement~~9, ~~Units~~2024, ~~was~~the ~~identical~~remainder toof the over-allotment option to purchase 125,000 Units ~~sold~~ inexpired and the ~~IPO~~31,250 ~~except~~founder ~~that~~shares itwere ~~will not~~forfeited, beresulting ~~redeemable,~~in ~~transferable,~~the ~~assignable~~insiders orcollectively ~~salable~~owning by20.0% of its issued and outstanding shares after the ~~sponsor~~IPO ~~until~~(without given effect to the ~~completion~~sale of ~~its~~the ~~initial~~Private ~~business~~Placement ~~combination~~Units, ~~(except~~the Representative toShares, ~~certain~~and ~~permitted~~our ~~transferees~~insiders did not partially purchase the Units in the IPO).

~~Note 5 — Related~~On September 11, 2024, the sponsor entered into ~~Party~~a ~~Transactions~~securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr. Will Garner, the Company’s former Chairman and CEO, and Ms. Yuanmei Ma, the Company’s former CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share. The fair value of the transfer of the 160,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 160,000 founder shares totaled $187,200. On September 11, 2024, the Company recognized a share-based compensation expense of $185,345, net of the nominal cash consideration of $1,855 paid by the officers.

~~Founder Shares~~F-14

On ~~April 23~~October 24, 2024, the ~~Company~~effective ~~issued~~date ~~2,156,250~~of the ~~Class B~~registration ~~ordinary~~statement ~~shares,~~of orthe ~~founder shares~~IPO, ~~par~~the ~~value~~sponsor ~~$0.0001~~transferred ~~per~~an ~~share~~aggregate of 60,000 toof its ~~Sponsor~~founder ~~for~~shares, aor ~~purchase~~20,000 ~~price~~each ofto ~~$25,000,~~its orthree ~~approximately~~independent ~~$0.0116~~directors ~~per~~for ~~share.~~their ~~The~~board ~~founder~~service, ~~shares~~for ~~held~~nominal bycash ~~the~~consideration, ~~Company’s~~of ~~insiders~~$696. ~~was~~The ~~reduced~~fair byvalue anof ~~aggregate~~the transfer of 31the 60,~~250~~000 ~~forfeited~~founder shares to ~~the~~accounted ~~extent~~for ~~that~~as ~~the~~compensation ~~underwriters’~~under ~~over-allotment~~Accounting ~~option~~Standards ~~was~~Codification ~~exercised~~(“ASC”) ~~in part~~718, so“Compensation ~~that~~– ~~its~~Stock ~~insiders~~Compensation” (“ASC ~~would~~718”). ~~collectively~~The ~~own~~estimated ~~20.0% of~~fair ~~its~~value ~~issued~~of ~~and~~the ~~outstanding~~60,000 founder shares ~~after~~totaled ~~this~~$65,046. ~~offering~~On ~~(without~~October ~~given~~24, ~~effect~~2024, to the ~~sale~~Company ofrecognized a ~~the~~share-based ~~Private~~compensation ~~Placement~~expense ~~Units~~of $64,350, ~~the~~net ~~Representative Shares,~~of ~~and~~the ~~assuming~~nominal ~~our~~cash ~~insiders~~consideration doof ~~not~~$696 ~~purchase~~paid ~~Units in~~by the ~~IPO)~~directors.

~~On September~~The ~~11,~~Private ~~2024,~~Placement shares are identical to the ~~sponsor~~Class A ~~entered~~ordinary ~~into~~shares aincluded ~~securities~~in ~~transfer~~the ~~agreement~~Units being sold in this offering. However, the Company’s insiders have agreed, pursuant to ~~which~~written ~~the~~letter ~~sponsor~~agreements ~~transferred~~with ~~100~~the Company,~~000~~ (A) to vote their founder shares and ~~60,000~~Private ~~founder~~Placement shares (as well as any public shares acquired in or after this offering) in favor of any initial business combination, (B) not to ~~Mr.~~propose, ~~Will~~or ~~Garner~~vote in favor of, an amendment to the Company’s ~~Chairman~~memorandum and ~~CEO,~~articles ~~and~~of ~~Ms.~~association ~~Yuanmei~~effective ~~Ma,~~at the time that would stop the Company’s ~~CFO,~~ ~~respectively,~~public ~~for~~shareholders afrom ~~total~~redeeming ~~consideration~~their ofshares ~~$1,855,~~for cash or ~~approximately~~selling ~~$0.0116~~their ~~per~~founder ~~share.~~shares ~~The~~and ~~fair~~Private ~~value~~Placement shares to the Company in connection with an initial business combination or affect the substance or timing of the ~~transfer~~Company’s obligation to redeem 100% of the Company’s public shares if the ~~160~~Company do not complete an initial business combination by the Combination Deadline,~~000~~ (C) not to redeem any founder shares ~~accounted~~and ~~for~~Private Placement shares (as ~~compensation~~well ~~under~~as ~~Accounting~~any ~~Standards~~other ~~Codification~~shares ~~(“ASC”~~acquired in or after this offering) ~~718,~~for ~~“Compensation~~cash –from ~~Stock~~the ~~Compensation”~~trust ~~(“ASC~~account ~~718”).~~in ~~The~~connection ~~estimated~~with ~~fair~~a ~~value~~shareholder ofvote to approve the ~~160,000~~Company’s ~~founder~~proposed ~~shares~~an ~~totaled~~initial ~~$187,200.~~business Oncombination ~~September~~(or sell ~~11,~~any ~~2024,~~shares they hold to the Company ~~recognized~~in a ~~share-based~~tender ~~compensation~~offer ~~expense~~in ofconnection ~~$185,345,~~with ~~net~~a proposed initial business combination) or a vote to amend the provisions of the ~~nominal~~Company’s ~~cash~~memorandum ~~consideration~~and articles of ~~$1,855~~association ~~paid~~effective at the time relating to shareholders’ rights byor pre-initial business combination activity and (D) that the ~~officers~~founder shares and Private Placement shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.

~~On October~~The ~~24,~~insiders ~~2024~~have agreed not to transfer, ~~the~~assign or ~~effective~~sell ~~date~~any of the ~~registration~~founder ~~statement~~shares of(except ~~the~~to ~~IPO,~~certain ~~the~~permitted ~~sponsor~~transferees) ~~transferred~~until an(1) with ~~aggregate~~respect ofto ~~60,000~~50% of ~~its~~ the founder shares, the orearlier ~~20,000~~of ~~each~~six months toafter ~~its~~the ~~three~~date ~~independent~~of ~~directors~~the ~~for~~consummation ~~their~~of ~~board~~the ~~service,~~Company’s ~~for~~initial ~~nominal~~business ~~cash~~combination ~~consideration,~~and ofthe ~~$696.~~date ~~The~~on ~~fair~~which ~~value of~~ the ~~transfer~~closing price of the ~~60,000~~Company’s ~~founder~~ordinary shares ~~accounted~~equals ~~for~~or exceeds $12.50 per share (as ~~compensation~~adjusted ~~under~~for ~~Accounting~~share ~~Standards~~subdivisions, share ~~Codification~~capitalizations, ~~(“ASC”~~reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period ~~718,~~commencing ~~“Compensation~~after –the ~~Stock~~Company’s ~~Compensation”~~initial ~~(“ASC~~business ~~718”~~combination and (2). with ~~The~~respect ~~estimated~~to ~~fair~~the ~~value~~remaining 50% of the ~~60,000~~ founder shares, ~~totaled~~six months ~~$65~~after the date of the consummation of the Company’s initial business combination,~~046.~~ Onor ~~October~~earlier, 24in either case, ~~2024~~if, subsequent to the Company’s ~~recognized~~initial abusiness ~~share-based~~combination, ~~compensation~~the ~~expense~~Company ofconsummate ~~$64~~a liquidation,~~350~~ merger, ~~net~~share ofexchange ~~the~~or ~~nominal~~other similar ~~cash~~transaction ~~consideration~~ which results in all of ~~$696~~the ~~paid~~Company’s byshareholders having the ~~directors~~right to exchange their ordinary shares for cash, securities or other property.

The Private Placement ~~shares are identical to the Class A ordinary shares included in the~~ Units ~~being sold in this offering. However, the Company’s insiders have agreed, pursuant to written letter agreements with the Company,~~ (~~A) to~~including ~~vote their~~the ~~founder~~underlying ~~shares and Private Placement shares (as well as any public shares acquired in or after this offering~~securities) inwill ~~favor of any initial business combination, (B)~~ not tobe ~~propose~~transferable, orassignable ~~vote in favor of, an amendment to the Company’s memorandum and articles of association effective at the time that would stop the Company’s public shareholders from redeeming their shares for cash~~ or ~~selling~~saleable ~~their~~until ~~founder shares and Private Placement shares to~~ the ~~Company~~completion ~~in connection with an initial business combination or affect the substance or timing~~ of the Company’s ~~obligation to redeem 100% of the Company’s public shares if the Company do not complete an~~ initial business combination ~~by the Combination Deadline, (C) not to redeem any founder~~ ~~shares and Private Placement shares~~ (asexcept ~~well as any other shares acquired in or after this offering) for cash from the trust account in connection with a shareholder vote~~ to ~~approve~~certain ~~the~~permitted ~~Company’s proposed an initial business combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial business combination~~transferees) or a vote to amend the provisions of the Company’s memorandum and articles of association effective at the time relating to shareholders’ rights or pre-initial business combination activity and (D) that the founder shares and Private Placement shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.

~~F-15~~Due to related parties

~~The insiders~~On ~~have~~June ~~agreed~~14, ~~not to transfer~~2024, ~~assign or sell any of~~ the ~~founder~~Company ~~shares~~appointed ~~(except~~Mr. ~~to certain permitted transferees) until~~Will ~~(1) with~~Garner ~~respect~~as ~~to 50% of the founder shares~~Chairman, ~~the~~Chief ~~earlier~~Executive ofOfficer ~~six months~~(“CEO”) ~~after~~and ~~the~~a ~~date~~member of ~~the~~board ~~consummation~~ of ~~the Company’s~~directors ~~initial business combination and the date on which the closing price~~ of the Company~~’s ordinary shares equals or exceeds $12~~.50 ~~per~~During ~~share~~his ~~(as~~term ~~adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the~~as ~~like)~~a ~~for~~Chairman ~~any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination~~ and ~~(2) with~~CEO, ~~respect~~he towill ~~the~~receive ~~remaining~~annual ~~50%~~cash ofcompensation ~~the~~in ~~founder shares, six months after~~ the ~~date~~amount of ~~the consummation of the Company’s initial business combination~~$7, ~~or earlier~~500, inpayable ~~either~~each ~~case,~~month. ~~if,~~On ~~subsequent~~February ~~to the Company’s initial business combination~~4, ~~the Company consummate a liquidation~~2026, ~~merger,~~Mr. ~~share~~Will Garner ~~exchange~~resigned ~~or other similar transaction which results in~~ all of the ~~Company’s~~positions ~~shareholders~~he ~~having~~held at the ~~right to exchange their ordinary shares for cash, securities or other property~~Company.

~~The Private~~As ~~Placement~~of ~~Units (including~~December ~~the~~31, ~~underlying~~2025 ~~securities)~~and ~~will not be transferable~~2024, ~~assignable or saleable until~~ the ~~completion~~Company ofhad ~~the~~compensation ~~Company’s~~expenses ~~initial~~payable ~~business~~to ~~combination~~Mr. ~~(except~~Will toGarner ~~certain~~of ~~permitted~~$38,750 ~~transferees)~~and $8,750, respectively.

~~Due~~On May 25, 2024, the Company appointed Ms. Yuanmei Ma as Chief Financial Officer (“CFO”), in addition to ~~related~~her ~~parties~~current position as a member of the board of the directors. During her term as CFO and a member of board of directors of the Company, she will receive annual cash compensation in the amount of $5,000, payable each month. On March 26, 2026, Ms. Yuanmei Ma resigned all the positions she held at the Company.

~~On June~~As ~~14,~~of ~~2024,~~December ~~the Company appointed Mr. Will Garner as Chairman~~31, ~~Chief~~2025 ~~Executive Officer (“CEO”)~~ and a2024, ~~member~~the ofCompany had ~~board~~compensation ~~of directors~~expenses ofpayable ~~the~~to ~~Company~~Ms. ~~During~~Yuanmei ~~his~~Ma ~~Term~~of as$25,000 ~~a Chairman~~ and ~~CEO, he will receive annual cash compensation in the amount of~~ $75,~~500~~000, ~~payable each month~~respectively.

~~As of December 31, 2024, the Company had compensation expenses payable to Mr. Will Garner of $8,750.~~F-15

~~On May~~Promissory Note ~~25,~~— Related 2024, the Company appointed Ms. Yuanmei Ma as Chief Financial Officer, in addition to her current position as a member of the board of the directors. During her Term as Chief Financial Officer and a member of board of directors of the Company, she will receive annual cash compensation in the amount of $5,000, payable each month.Party

AsOn April 18, 2024, the sponsor has agreed to loan the Company up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. The Promissory Note of $273,969 is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2024 or (2) the date on which the Company consummates an initial public offering. The Promissory Note was repaid upon the closing of the IPO out of the offering proceeds not held in the trust account. As of December 31, 2025 and 2024, the Company had ~~compensation~~Promissory ~~expenses~~Note ~~payable~~of ~~to Ms~~$0. ~~Yuanmei~~Following Mathe completion of $5the IPO,~~000~~ the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below).

~~Promissory Note — Related~~Working ~~Party~~Capital Loans

OnIn addition, in order to meet the Company’s ~~April 18~~working capital needs following the consummation of the initial public offering if the funds not held in the trust account are insufficient, or ~~2024~~to extend its life, ~~the~~its ~~sponsor~~insiders, ~~has~~officers ~~agreed~~and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, upfrom time to ~~$500~~time or at any time,~~000~~ ~~(the~~in ~~“Promissory~~whatever ~~Note”)~~amount they deem reasonable in their sole discretion. Each loan to meet the Company’s working capital needs would be ~~used~~deposited ~~for~~into the operating account and evidenced by a ~~portion of~~promissory note. Each loan to extend the ~~expenses~~Company’s business ofcombination date would be deposited into the ~~IPO~~trust account and evidenced by a promissory note. The ~~Promissory~~notes ~~Note~~would either be paid upon consummation of ~~$273,969~~the isCompany’s ~~non-interest~~initial ~~bearing~~business combination, ~~unsecured~~without ~~and~~interest, isor, ~~due~~ at the ~~earlier~~lender’s ofdiscretion, ~~(1) December 31~~up to $3,000,000 ~~2024~~of orthe notes (2“Working Capital Loans”) ~~the~~ ~~date~~may onbe ~~which~~converted ~~the~~upon ~~Company~~consummation ~~consummates~~of anthe Company’s initial ~~public~~business ~~offering.~~combination into ~~The~~Private ~~Promissory~~Placement ~~Note~~Units ~~was~~at ~~repaid~~a ~~upon~~price ~~the closing~~ of ~~the~~$10.00 ~~IPO~~per ~~out~~Unit. ofIf the ~~offering~~Company ~~proceeds~~does not ~~held~~complete inan initial business combination, the ~~trust~~loans would ~~account.~~be Asrepaid out of ~~December~~funds ~~31,~~not ~~2024,~~held in the ~~Company~~trust ~~had~~account, ~~Promissory~~and ~~Note~~only ofto $0the extent available.

~~Working~~As of December 31, 2025 and 2024, the Company had $100,881 and $0 borrowings under the Working Capital Loans from the sponsor, respectively.

In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the trust account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s initial business combination into working capital UnitsNote ~~at a price of $10.00 per Unit. If the Company do not complete an initial business combination, the loans would be repaid out of funds not held in the trust account,~~ 6 — Commitments and ~~only to the~~ ~~extent available.~~Contingencies

~~As of~~Registration ~~December 31, 2024, the Company had no borrowings under the Working Capital Loans.~~Rights

FThe holders of the founder shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-16back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Note 6 — Commitments and Contingencies~~Underwriting Agreement

~~Registration~~The Company had granted the underwriter a 45-day ~~Rights~~option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any. The underwriters had exercised the 1,000,000 Option Units in part on November 19, 2024.

The ~~holders~~ ofunderwriter ~~the~~was ~~founder~~entitled ~~shares,~~to ~~Private~~a ~~Placement~~cash ~~Units (including~~underwriting discounts ~~securities~~and ~~contained~~commissions ~~therein)~~of ~~and~~$0.15 ~~Units (including~~per ~~securities contained~~Unit, ~~therein)~~or ~~that~~$1,275,000, ~~may~~and bepaid ~~issued~~at onthe ~~conversion~~closing of ~~working~~the ~~capital~~IPO ~~loans~~and orthe ~~extension~~Option ~~loans~~Units ~~will~~in bepart. ~~entitled~~In ~~to registration rights~~connection ~~pursuant~~with tothe aIPO, ~~registration~~the ~~rights~~underwriter ~~agreement~~was toissued bean ~~signed~~aggregate ~~prior~~of to85,000 orClass onA ~~the~~ordinary ~~effective~~shares, ~~date~~or ofRepresentative ~~this~~Shares, ~~offering~~with ~~requiring~~a ~~the~~fair ~~Company~~value toof ~~register such securities for resale~~$92,195. The ~~holders~~Representative ofShares ~~these~~were ~~securities~~valued ~~are~~using ~~entitled~~a tomarket ~~make~~approach upbased toon ~~three~~the ~~demands,~~quoted ~~excluding~~trading ~~short~~price ~~form~~of ~~demands, that~~Class ~~the~~A ~~Company~~ordinary ~~register~~shares ~~such securities~~of $9.96 Inper ~~addition~~share, ~~the~~adjusted ~~holders~~for ~~have certain “piggy-back” registration rights with respect to registration statements filed subsequent to~~ the ~~Company’s~~probability ~~completion~~ of ~~the~~a ~~Company’s initial~~ business combination ~~and rights~~between toa Special ~~require~~Purpose ~~the~~Acquisition Company toand ~~register~~a ~~for~~private operating ~~resale~~company ~~such~~of ~~securities pursuant to Rule 415 under the Securities Act~~11.0% ~~The~~and ~~Company will~~a ~~bear~~discount ~~the~~for ~~expenses~~lack ~~incurred~~of inmarketability ~~connection with the filing~~ of ~~any such registration statements~~1.0%.

~~Underwriting~~Additionally, the underwriter will be entitled ~~Agreement~~to a cash underwriting discounts and commissions of $0.20 per Unit, or $1,700,000, at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.

~~The Company~~As ~~had~~of ~~granted~~December ~~the~~31, ~~underwriter~~2025 aand ~~45-day~~2024, ~~option~~deferred tounderwriting discounts ~~purchase~~and upcommissions amounted to ~~an additional~~ $1,~~125~~700,000 ~~Units~~payable ~~solely~~upon toconsummation ~~cover~~of ~~over-allotments, if any. The underwriters had exercised~~ the ~~1,000,000~~Company’s ~~Option~~initial ~~Units~~business ~~in part on November 19, 2024~~combination.

The underwriter was entitled to a cash underwriting discounts and commissions of $0.15 per Unit, or $1,275,000, and paid at the closing of the IPO and the Option Units in part. In connection with the IPO, the underwriter was issued an aggregate of 85,000 Class A ordinary shares, or Representative Shares, with a fair value of $92,195.F-16

Additionally, the underwriter will be entitled to a cash underwriting discounts and commissions of $0.20 per Unit, or $1,700,000, at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i)Note ~~they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii)~~7 ~~that the deferred underwriters~~— Shareholder’ ~~discounts and commissions will be included with~~s ~~the funds held in the trust account that will be available to fund the redemption of our public shares.~~Equity

AsPreference Share — The Company is authorized to issue 5,000,000 shares of ~~December~~preference 31share, ~~2024~~$0.0001 par value, ~~deferred~~with ~~underwriting~~such ~~discounts~~designations, voting and ~~commissions~~other ~~amounted~~rights and topreferences ~~$1,700,000~~as ~~payable upon~~may ~~consummation~~be ofdetermined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there ~~initial~~were ~~business~~no ~~combination~~preference shares issued or outstanding.

~~Note~~Class 7A Ordinary Share — ~~Shareholder’s~~The ~~Equity~~Company is authorized to issue 445,000,000 Class A ordinary share with $0.0001 par value. As of December 31, 2025 and 2024, there were 340,000 shares of Class A ordinary share issued or outstanding, excluding 8,500,000 Class A ordinary shares subject to possible redemption.

~~Preference~~ Class B Ordinary Share — The Company is authorized to issue 550,000,000 ~~shares~~Class B ofordinary ~~preference~~ share, with $0.0001 par value. In April 2024, ~~with~~the ~~such~~Company issued an ~~designations~~aggregate of 2,156,250 ~~voting~~founder ~~and~~shares ~~other~~to ~~rights~~the ~~and~~sponsor ~~preferences~~for asan ~~may~~aggregate bepurchase ~~determined~~price ~~from~~of ~~time~~$25,000, or approximately $0.01 per share. Of the aggregate 2,156,250 Class B ordinary share outstanding, an aggregate of 31,250 shares were forfeited to ~~time~~the Company by the sponsor for no consideration to the extent that the underwriter’s over-allotment option was exercised in part, so that the initial shareholder will collectively own 20.0% of the Company’s ~~board~~issued and outstanding shares of ~~directors.~~ordinary share after the IPO (without given effect to the sale of the Private Placement Units, the Representative Shares, and assuming our insiders do not purchase Units in the IPO). As of December 31, 2025 and 2024, there were no2,125,000 ~~preference~~ shares of Class B ordinary share issued or outstanding.

~~Class~~On September 11, 2024, Athe sponsor transferred ~~Ordinary~~an ~~Share — The~~aggregate ~~Company~~of is160,000 ~~authorized~~of toits ~~issue~~founder ~~445~~shares,~~000~~ or 100,000 ~~Class A~~of ~~ordinary~~its ~~share~~founder ~~with~~shares ~~$0.0001~~and ~~par value.~~60,000 As of ~~December~~its ~~31,~~founder ~~2024,~~shares ~~there~~to ~~were~~Mr. ~~340~~Garner,~~000~~ ~~shares~~the ofCompany’s former ~~Class A~~Chairman ~~ordinary~~and ~~share~~former ~~issued~~CEO, orand ~~outstanding~~Ms. Ma, ~~excluding 8~~ the Company’s former CFO,~~500~~ respectively,~~000~~ ~~Class A~~for ~~ordinary~~their ~~shares~~officer ~~subject~~services to(See ~~possible~~Note ~~redemption~~5).

~~Class B Ordinary~~On ~~Share — The~~October ~~Company is authorized to issue 50~~24,~~000,000~~ ~~Class B ordinary share with $0.0001 par value. In April~~ 2024, the ~~Company~~effective ~~issued~~date ~~an aggregate~~ of ~~2,156,250 founder shares to~~ the ~~sponsor~~registration ~~for~~statement ~~an aggregate purchase price~~ of ~~$25,000,~~ ~~or approximately $0.01 per share. Of~~ the ~~aggregate 2~~IPO,~~156,250 Class~~ Bthe ~~ordinary~~sponsor ~~share~~transferred ~~outstanding,~~ an aggregate of 3160,~~250 shares~~000 ~~were~~of ~~forfeited~~its tofounder ~~the~~shares, ~~Company~~or by20,000 ~~the~~each ~~sponsor for no consideration~~ to the ~~extent that the underwriter’s over-allotment option~~ ~~was exercised in part, so that the initial shareholder will collectively own 20.0% of the~~ Company’s ~~issued~~three ~~and~~independent ~~outstanding~~directors ~~shares of~~for ~~ordinary~~their ~~share~~board ~~after~~service ~~the IPO~~ (~~without~~See ~~given~~Note ~~effect to the sale of the Private Placement Units, the Representative Shares, and assuming our insiders do not purchase Units in the IPO~~5).

~~On September~~Prior 11to the Company’s initial business combination, ~~2024~~pursuant to its second amended and restated memorandum and articles of association, only holders of Class B ordinary shares, or founder shares will have the ~~sponsor~~right ~~transferred~~to anvote ~~aggregate~~on the appointment of ~~160,000~~directors. Holders of ~~its~~our ~~founder~~Class A ordinary shares, orwill not ~~100,000~~be entitled to vote on the appointment of ~~its~~directors ~~founder~~as long as the Company has Class B ordinary shares issued and outstanding. 60In addition,~~000~~ ofprior to its ~~founder~~initial business combination, only holders of a majority of our Class B ordinary shares tomay ~~Mr.~~remove ~~Garner,~~a member of the ~~Company’s~~board ~~Chairman~~of ~~and~~directors ~~CEO,~~for ~~and~~any Msreason. MaAccordingly, holders of Class A ordinary shares may not have any say in selecting management of the Company’s ~~CFO,~~prior ~~respectively, for~~to ~~their~~the ~~officer~~consummation ~~services~~of ~~(See~~an ~~Note~~initial 5)business combination as long as the Company has Cass B ordinary shares issued and outstanding.

FThe Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination at a one-17to-one ratio.

On October 24, 2024, the effective date of the registration statement of the IPO, the sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to the Company’s three independent directors for their board service (See Note 5).Rights

~~Prior to~~As ~~the~~of ~~Company’s~~December ~~initial business combination~~31, ~~pursuant~~2025 toand ~~its~~2024, ~~second~~there ~~amended~~were 8,500,000 Public Rights and 255,000 private ~~restated~~rights ~~memorandum~~included ~~and~~in ~~articles~~the ofPrivate ~~association, only~~Placement ~~holders~~Units of(“Private ~~Class~~Rights”) outstanding. B Except ~~ordinary~~in ~~shares,~~cases orwhere ~~founder~~the ~~shares~~Company ~~will~~is ~~have~~not the ~~right~~surviving tocompany ~~vote~~in onan ~~the~~initial ~~appointment~~business combination, each holder of ~~directors.~~a ~~Holders~~right will automatically receive one-eighth of ~~our~~one Class A ordinary ~~shares~~share upon consummation of the Company’s initial business combination. In the event the Company will not be ~~entitled~~the tosurviving ~~vote~~company onupon completion of the ~~appointment~~Company’s initial business combination, each right will automatically be converted to receive the kind and amount of ~~directors~~securities asor ~~long~~properties asof the ~~Company~~surviving ~~has~~entity that each one-eighth of one Class BA ordinary ~~shares~~share ~~issued~~underlying ~~and~~each ~~outstanding.~~right Inis ~~addition,~~entitled ~~prior~~ to ~~its~~upon consummation of the initial business combination, ~~only~~subject ~~holders~~to ofany adissenter ~~majority~~rights under ofthe ~~our~~applicable ~~Class B ordinary~~law. The Company will not issue fractional shares ~~may~~in ~~remove~~connection with a ~~member~~conversion of rights. Fractional shares will either be rounded down to the ~~board~~nearest whole share or otherwise addressed in accordance with the applicable provisions of ~~directors~~the ~~for~~Companies Act and any ~~reason~~other applicable Cayman Islands law. ~~Accordingly~~As a result, ~~holders~~you must hold rights in multiples of eight in order to receive shares for all of your Class A ordinary shares ~~may not~~underlying ~~have~~the ~~any~~rights ~~say~~upon inclosing ~~selecting~~of ~~management~~an ofinitial business combination. If the Company ~~prior~~is unable to ~~the~~complete ~~consummation of~~ an initial business combination aswithin ~~long~~the asrequired time period and the Company ~~has~~ ~~class~~redeems Bthe ~~ordinary~~public shares ~~issued~~for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and ~~outstanding~~the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights.

~~The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination at a one~~F-~~to-one ratio.~~17

~~Rights~~Note 8 — Segment Information

~~As of~~ASC ~~December~~Topic 31280, ~~2024,~~“Segment ~~there were 8~~Reporting,~~500,000 Public~~” establishes ~~Rights~~standards ~~and 255,000 private~~for ~~rights~~companies ~~included~~to inreport ~~the Private Placement Units outstanding. Except~~ in ~~cases~~their ~~where~~financial ~~the~~statement ~~Company is~~information ~~not~~about ~~the~~operating ~~surviving~~segments, ~~company~~products, ~~in an initial business combination~~services, ~~each holder of a right will automatically receive one-eighth of one~~geographic ~~Class A~~areas, ~~ordinary~~and ~~share~~major ~~upon consummation of the Company’s initial business combination~~customers. InOperating ~~the~~segments ~~event~~are ~~the~~defined ~~Company~~as ~~will~~components ~~not be the surviving company upon completion~~ of ~~the~~an ~~Company’s~~enterprise ~~initial~~for ~~business~~which ~~combination,~~separate ~~each~~financial ~~right~~information ~~will automatically be~~is ~~converted~~available ~~to receive the kind and amount of securities or properties of the surviving entity~~ that ~~each one-eighth of one Class A ordinary share underlying each right~~ is ~~entitled~~regularly toevaluated ~~upon~~by ~~consummation of~~ the ~~initial business combination subject to any dissenter rights under the applicable law. The~~ Company’s ~~will~~chief ~~not~~operating ~~issue~~decision ~~fractional~~maker, ~~shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share~~ or ~~otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result~~group, ~~you must hold rights~~ in ~~multiples~~ ofdeciding ~~eight~~how ~~in order~~ to ~~receive~~allocate ~~shares for all of your Class A ordinary shares underlying the rights upon closing of an~~resources ~~initial business combination. If the Company is unable to complete an initial business combination within the required time period~~ and ~~the~~assess ~~Company redeems the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless~~performance. ~~The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights.~~

~~Note 8 — Segment~~The ~~Information~~Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

~~ASC~~When ~~Topic 280,~~evaluating ~~“Segment~~the ~~Reporting,”~~Company’s ~~establishes~~performance and ~~standards~~making ~~for~~key ~~companies~~decisions toregarding ~~report~~resource inallocation, ~~their~~the ~~financial~~CODM ~~statement~~reviews ~~information~~the ~~about~~key ~~operating segments~~metric, ~~products,~~formation ~~services,~~and ~~geographic~~operating ~~areas,~~costs and ~~major~~interest ~~customers. Operating segments are defined as components of an enterprise for~~income ~~which~~and ~~separate~~dividends ~~financial~~earned ~~information~~on iscash ~~available~~and ~~that~~investment isheld ~~regularly evaluated by the Company’s chief operating decision maker, or group,~~ in ~~deciding~~Trust ~~how~~Account towhich ~~allocate~~include ~~resources~~the ~~and~~accompanying ~~assess~~statement ~~performance~~of operations.

The ~~Company’s~~key measures of segment profit or loss ~~chief~~reviewed by our CODM are interest and dividends earned on cash and investment held in Trust Account and formation and operating costs. ~~decision~~The ~~maker~~CODM ~~has~~reviews ~~been~~interest ~~identified~~and asdividends earned on cash and investment held in Trust Account to measure and monitor shareholder value and determine the ~~Chief~~most ~~Executive~~effective ~~Officer~~strategy ~~(“CODM”),~~of ~~who~~investment ~~reviews~~with the ~~operating~~Trust ~~results~~Account funds while maintaining compliance with the ~~for~~trust agreement. Formation and operating costs are reviewed and monitored by the ~~Company~~CODM asto amanage ~~whole~~and forecast cash to ~~make~~ensure ~~decisions~~enough capital ~~about~~is ~~allocating~~available ~~resources~~to complete a business combination within the business combination period. The CODM also reviews formation and operating ~~assessing~~costs ~~financial~~to ~~performance~~manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. ~~Accordingly~~The CODM also specifically reviews professional service fees in connection with the business combination, ~~management~~which ~~has~~are a ~~determined~~significant ~~that~~segment expense as these represent significant costs affecting the Company’s ~~only~~consummation ~~has~~of ~~one~~the ~~operating~~business combination. ~~segment~~However, for the year ended December 31, 2025 and for the for the period from March 22, 2024 (inception) through December 31, 2024, professional service fees in connection with the business combination amounted to $0.

~~When~~Note 9 — Subsequent evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operating costs, stock-based compensation expense, change in fair value of over-allotment option liability, interest income and dividend earned on investment held in Trust Account which include the accompanying statement of operations.Events

The ~~key measures~~Company ofevaluated ~~segment~~subsequent ~~profit~~events ~~or loss reviewed by our CODM are dividend earned on investment held in Trust Account~~ and ~~formation and operating~~transactions ~~costs.~~that ~~The~~occurred ~~CODM~~after ~~reviews dividend earned on investment held in Trust Account to measure and monitor shareholder value and determine~~ the ~~most~~ ~~effective~~balance ~~strategy~~sheet ofdate ~~investment~~through ~~with~~ the ~~Trust~~date ~~Account~~when ~~funds~~these ~~while~~financial ~~maintaining~~statements ~~compliance~~were ~~with the trust agreement~~issued. ~~Formation~~Based ~~and operating~~on ~~costs~~this ~~are~~review, ~~reviewed~~other ~~and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a~~than ~~business combination within~~ the ~~business~~events ~~combination~~described ~~period. The CODM also reviews formation and operating costs to manage~~below, ~~maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The CODM also specifically reviews professional service fees in connection with~~ the ~~business combination, which are a significant segment expense as these represent significant costs affecting the~~ Company’s ~~consummation~~did ofnot ~~the~~identify ~~business~~any ~~combination.~~subsequent ~~However,~~events ~~for~~that ~~the~~would ~~period~~require ~~from~~adjustment ~~March~~or ~~22,~~disclosure ~~2024 (inception) to the December 31, 2024, professional service fees~~ in ~~connection with~~ the ~~business combination amounted to $0~~financial statements.

~~Note 9 — Subsequent~~On April 17, 2026, the sponsor agreed to loan ~~Events~~the Company up to $500,000 (“Working Capital Loan 1”) to meet the Company’s working capital needs. The loan was evidenced by a promissory note that was non-interest bearing and unsecured, and it was to be paid upon the earlier of (1) the date on which the Company consummates a business combination or merger with a qualified target company, and (2) the date of the liquidation of the Company. The sponsor has the right, but not the obligation, to convert this loan, in whole or in part, into Private Placement Units of the Company, each consisting of one Class A ordinary share, one right to receive one-eighth of one Class A ordinary share. The number of Private Placement 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~~On April 24, 2026, the sponsor deposited $850,000 ~~Company~~into ~~evaluated~~the ~~subsequent~~trust ~~events~~account, ~~and~~as ~~transactions~~a ~~that~~result ~~occurred~~of ~~after~~which, the ~~balance~~Company ~~sheet~~has ~~date~~until ~~through~~July ~~the~~25, ~~date~~2026 ~~when~~to ~~these~~complete ~~financial statements~~its ~~were~~initial ~~issued~~business combination. ~~Based~~The on$850,000 loan ~~this~~from ~~review,~~sponsor to extend the Company’s ~~did~~business ~~not~~combination ~~identify~~date ~~any~~(“Working ~~subsequent~~Capital ~~events~~Loan ~~that~~2”) ~~would~~was ~~require~~evidenced ~~adjustment~~by ora ~~disclosure~~promissory innote ~~the~~with ~~financial~~terms ~~statements~~consistent with those of Working Capital Loan 1.

F-18

EXHIBIT INDEX

Exhibit		Description
1.1		Underwriting Agreement, dated October 24, 2024, by and between the Company and the Representative. (1)
3.1		Memorandum and Articles of Association. (2)
3.2		Amended and restated memorandum and articles of association. (2)
3.3		Second amended and restated memorandum and articles of association. (1)
4.1		Specimen Unit Certificate(2)
4.2		Specimen Class A Ordinary Share Certificate(2)
4.3		Specimen Rights Certificate(2)
4.4		Rights Agreement, dated October 24, 2024, between the Company and CST, as rights agent. (1)
4.5*		Description of Securities (3)
10.1		Promissory Note, issued to the sponsor, dated as of April 18, 2024. (2)
10.2		PIPE Unit Subscription Agreement dated October 24, 2024, between the Company and the Sponsor. (1)
10.3		Securities Transfer Agreement, dated October 24, 2024, between the Company, the Sponsor, and certain directors of the Company(1)
10.4		Investment Management Trust Agreement, dated October 24, 2024, between the Company and CST, as trustee. (1)
10.5		Registration Rights Agreement, dated October 24, 2024, between the Company, the Sponsor, and the Representative. (1)
10.6		Letter Agreement, dated October 24, 2024, among the Company, the Sponsor, and officers and directors of the Company. (1)
10.7		Indemnity Agreement, dated October 24, 2024, between the Company and the officers and directors of the Registrant. (1)
10.8		Subscription Agreement by and among the Registrant and the sponsor, dated as of April 23, 2024, for the founder shares. (2)
10.9		Securities Transfer Agreement, among the Registrant, the sponsor, the CEO, and the CFO, dated as of September 11, 2024, for the founder shares. (2)
10.10		Offer Letter, between the Registrant and the CEO and Chairman, dated as of June 14, 2024. (2)
10.11		Offer Letter, between the Registrant and the CFO, dated as of May 25, 2024. (2)
14.1		Code of Ethics (2)
19.1*		Insider Trading Policy.
19.1		Insider Trading Policy. (3)
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 and Accounting 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 and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Clawback Policy of the Registrant.
97.1		Clawback Policy of the Registrant. (3)
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

* Filed herewith

*	Filed herewith
**	Furnished herewith
***	Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Charlton Aria Acquisition Corporation agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

**(1) ~~Furnished~~Filed ~~herewith~~as an exhibit to the Current Report on Form 8-K filed with the SEC on October 28, 2024 (File No. 001-42386).

*** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Charlton Aria Acquisition Corporation agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

(2)	Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on September 24, 2024 (File No. 333-282313).

(3)	Filed as an exhibit to the Annual Report on Form 10-K filed with the SEC on March 24, 2025 (File No. 001-42386).

~~(1) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on October 28, 2024 (File No. 001-42386).~~29

~~(2) Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on September 24, 2024 (File No. 333-282313).~~SIGNATURES

31Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~SIGNATURES~~May 27, 2026

~~Pursuant~~CHARLTON toARIA ~~the~~ACQUISITION ~~requirements of~~CORPORATION ~~Section~~By: 13/s/ orJung ~~15(d)~~Min ofLee ~~the~~Name: ~~Securities~~Jung ~~Act~~Min ofLee ~~1934,~~Title: ~~the~~Chief ~~Registrant~~Executive ~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Officer

~~March~~Pursuant 24to the requirements of the Securities Act of 1933, ~~2025~~as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

CHARLTON ARIA ACQUISITION CORPORATION By: /s/ Robert W. Garner Name: Robert W. Garner Title: Chief Executive Officer

Name	Position	Date

/s/ Jung Min Lee	Chairman of the Board of Directors, Chief	May 27, 2026
Jung Min Lee	Executive Officer (Principal Executive Officer), and acting Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Stephen Markscheid	Director	May 27, 2026
Stephen Markscheid

/s/ Umesh Patel	Director	May 27, 2026
Umesh Patel

~~Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.~~30

Name	Position	Date
/s/ Robert W. Garner	Chairman of the Board of Directors and Chief	March 24, 2025
Robert W. Garner	Executive Officer (Principal Executive Officer)
/s/ Yuanmei Ma	Director and Chief Financial Officer	March 24, 2025
Yuanmei Ma	(Principal Financial and Accounting Officer)
/s/ Stephen Markscheid	Director	March 24, 2025
Stephen Markscheid
/s/ Umesh Patel	Director	March 24, 2025
Umesh Patel
/s/ Mark Chaney	Director	March 24, 2025
Mark Chaney

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