UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended November 30, ~~2024~~2025

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

For the transition period from to

Commission File Number 001-41667

Black Hawk Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands

00-0000000N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

125 Blackhawk Plaza Circle, Suite 166

Danville, CA 94506

(Address of principal executive offices and zip code)

(915) 217-4482

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one ordinary share, $0.0001 par value, and one-fifth (1/5) of one right entitling the holder thereof to receive one Class A ordinary share upon the consummation of our initial business combination	BKHAU	The Nasdaq Global Market
Ordinary shares, par value $0.0001 per share	BKHA	The Nasdaq Global Market
Rights, each right entitling the holder to receive one Class A ordinary share upon the consummation of our initial business combination	BKHAR	The Nasdaq Global Market

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

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 fifiling ~~ling~~ reflect the correction of an error to previously issued financial statements. ☐

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

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

As of May 31, ~~2024~~2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was approximately $7073.9 million.

As of ~~February 7~~March 6, ~~2025~~2026, there were 84,~~929~~153,~~500~~ 577 ordinary shares, par value $0.0001 per share, issued and outstanding.

Black Hawk Acquisition Corporation

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	23
Item 1C	Cybersecurity	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	24
Item 6.	Reserved	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	3031
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3031
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3132
Item 11.	Executive Compensation	3839
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	3940
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4041
Item 14.	Principal Accounting Fees and Services	4344
PART IV
Item 15.	Exhibits, Financial Statement Schedules	4445
Item 16.	Form 10-K Summary	4445

CERTAIN TERMS

References to the “Company,” “our Company,” “Black Hawk,” “our,” “us,” or “we” refer to Black Hawk Acquisition Corporation, a blank check company incorporated on September 28, 2023, as a Cayman Islands exempted corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our “target business.” References to our “Sponsor” refer to Black Hawk Management LLC, a Delaware limited liability company, an affiliate of our Chairman and our Chief Executive Officer and Chief Financial Officer. References to the “SEC” are to the U.S. Securities and Exchange Commission. References to our “initial public offering” or “IPO” refer to our initial public offering, which closed on March 22, 2024 (the “Closing Date”). References to “Public Shares” are to shares of our ordinary shares sold as part of the units in our initial public offering. References to “public shareholders” are to the holders of our Public Shares.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

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

● our ability to select an appropriate target business or businesses; ● our ability to complete our initial business combination; ● our expectations around the performance of the prospective target business or businesses; ● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; ● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; ● our potential ability to obtain additional financing to complete our initial business combination; ● our pool of prospective target businesses; ● the ability of our officers and directors to generate a number of potential acquisition opportunities; ● our public securities’ potential liquidity and trading; ~~● the lack of a market for our securities; ● the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance;~~

	●	the lack of a market for our securities;

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

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

	●	our financial performance; or

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

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

iii

PART I

Item 1. Business Overview.

We are a Cayman Islands company incorporated on September 28, 2023, as an exempted company with limited liability. We chose to incorporate in the Cayman Islands due to (i) its tax-neutrality, which allows international transactions to be structured efficiently without an additional layer of tax and (ii) simplicity of establishment and flexibility of administration, including easy migration to another jurisdiction, the existence of statutory procedures for merger or consolidation, and no takeover code or bespoke public company filing requirements.

We were formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” WeOn doApril ~~not~~26, ~~have~~2025, ~~any~~we ~~specific~~entered ~~business~~into ~~combination~~a ~~under~~Business ~~consideration~~Combination ~~and~~Agreement wewith ~~have~~Vesicor ~~not~~Therapeutics, ~~(nor~~Inc. ~~has~~and ~~anyone~~BH onMerger ~~our~~Sub, ~~behalf)~~Inc., ~~directly~~pursuant to orwhich ~~indirectly,~~we ~~contacted~~intend ~~any~~to ~~prospective~~consummate ~~target~~a business orcombination ~~had~~(the ~~any~~“Business ~~substantive discussions~~Combination”), ~~formal~~subject orto ~~otherwise,~~the ~~with~~satisfaction ~~respect~~of tocustomary closing ~~such a transaction~~conditions. ~~Our~~See ~~efforts~~“Subsequent toEvents” ~~identify~~and a“Item ~~prospective~~1A. ~~target~~Risk ~~business~~Factors” ~~will~~for ~~not~~additional ~~be limited to a particular industry or geographic location~~information.

We may retain all of our available funds and any future earnings following a business combination to fund the development and growth of our business. As a result, we may not expect to pay any cash dividends in the foreseeable future.

We believe our management team is well positioned to identify attractive risk-adjusted returns in the marketplace and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our affiliates, will enable us to pursue a broad range of opportunities. Our management believes that its collective ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition strategy.

Initial Public Offering and Private Placement

In October 2023, the Company issued 17,250,000 shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. In addition, 258,750 of such founder shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 20, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 235,500 Units (the “Placement Units”), each Placement Unit consisting of one Ordinary Share and one-fifth (1/5) of one right, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,355,000. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A total of $69,345,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

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

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

On May 13, 2024, holders of the Company’s units could elect to separately trade the ordinary shares and rights included in its units. The ordinary shares and rights are expected to trade on the Nasdaq Global Select (“Nasdaq”) under the symbols “BKHA” and “BKHAR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “BKHAU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders’ Units into ordinary shares and rights.

COMPETITIVE ADVANTAGES

Leadership of an Experienced Management Team and Board of Directors

Our management team is led by our Chief Executive Officer, Chief Financial Officer and Chairman of our Board of Directors, Mr. Kent Louis Kaufman, our Chief Operating Officer and Director, Jonathan Ginsberg and our Independent Directors, ~~Brandon Miller,~~ Daniel M. McCabe, and Terry W. Protto. All of our management team members are United States citizens.

Mr. Kent Louis Kaufman, our Chief Executive Officer, Chief Financial Officer and Chairman, serves as the CEO of the Growth and Leadership Center Inc, a role he has held since 2004. Since March 2020, Mr. Kaufman has been serving as a managing partner at BEEC Capital, a management and consulting company. He has also been a frequently utilized leadership consultant for Korn Ferry International, a recruiting and human resources consulting company, since 2006. Mr. Kaufman has worked with companies and executives at all levels, including CEOs, Boards of Directors, vice presidents, and directors. Throughout his career, he has consulted for companies including NVIDIA, Amazon, Google, Intel, Hewlett Packard, Chevron, Abbot Labs, Medtronic, Network Appliance, Barclays, Black Rock, Bank of New York Mellon, Cisco, Northrop Grumman, and Apple. Mr. Kaufman has over 30 years of experience in executive roles, management consulting, and executive coaching. From 1991 until 1996, Mr. Kaufman was one of the key leaders who took start-up StorMedia public in an IPO, where he served as the Director of Product Development. From 1979 until 1991, Mr. Kaufman began his management career at IBM, where he worked as a Materials Scientist and received the prestigious Outstanding Innovation Award from IBM. Mr. Kaufman received his Bachelor of Science from the University of Washington and his Master of Science from Stanford University.

Mr. Ginsberg, has served as the President of BEEC Inc. (BEEC), an education services and technology company in California, which he co-founded in 2016. At BEEC he leads operations and expansion of student services, with clients in North America, Asia, Oceania and Europe. Mr. Ginsberg also oversees BEEC'’s software development department focused on custom learning solutions for schools and institutions. Additionally, he is a Founding Member of BEEC Capital, LLC, an investment and consulting company owned by BEEC Inc. Mr. Ginsberg is also a Director of NP Life Sciences Health Industry Group Inc., an OTCQB-listed company, as well as a Director of its subsidiary, GW Health Consulting Management Inc. Mr. Ginsberg also has experience in international trade, education and law. He is active in community leadership, including co-founding a non-profit, Global Friendship City Association (GFCA), where he serves as the Executive Director. GFCA'’s mission is to foster subnational relations globally in the areas of commerce, culture, and education. Through his work, Mr. Ginsberg has helped GFCA form international public/private partnerships across North America, Asia and Africa. Mr. Ginsberg received his Bachelor’s degree in International Studies from Johns Hopkins University. We believe that Mr. Ginsberg’s access to contacts and sources, ranging from education services and technology companies, and international trade, will assist us in generating acquisition opportunities and identifying suitable acquisition candidates and he will be a valuable member of the Board.

Mr. Brandon Miller, our director, has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq: QETA) since August 2023. Mr. Miller has been the managing partner at Aspect Property Management LLC, a property management company in Connecticut, since January 2015. Before joining Aspect Property Management LLC, Mr. Miller spent a decade in the consulting industry at Matté & Company, a private and public sector consulting company from January 2005 to January 2015, where he offered executive recruiting, strategic planning, leadership, and corporate consulting services. Mr. Miller was a corporate controller at Corporate Dining Solutions, a corporate catering company, from 2003 to 2005. Mr. Miller is presently a certified manager of community associations (“CMCA”) and an association management specialist (“AMS”). Mr. Miller received his bachelor’s degree in finance from the University of Bridgeport in 1986 and studied mechanical engineering at North Carolina State University from 1980 to 1983.

Mr. Daniel McCabe, our director, has been serving as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq: QETA) since August 2023. Mr. McCabe has been admitted to practice before the Courts of the State of Connecticut since 1974. Mr. McCabe’s legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since then he has had his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut founded in 1982. His work includes rendering legal advice to individuals and business entities concerning commercial transactions, business organizations, and complex litigation. Mr. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Mr. McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford. Mr. McCabe obtained his Juris Doctor degree from St. John’s University Law School in 1974.

Mr. Terry Protto, our director, has been a leader during his life and career in various organizations. He had a scholarship, which led to a commission in the US Army, and he quickly rose to the rank of Lt. Colonel. After his graduate school education, Mr. Protto was recruited by Macy’s, the nation’s largest retail department store firm, in 1993 and rose through the executive ranks to Vice Chairman-Operations and Finance, a position he held from 1999 until 2005. He left the Fortune 500 world in 2005 to become President of Mail Order and Retail, a privately held firm in Portland, Oregon where he served from January 2005 to November 2016. Mr. Protto opened 52 retail stores and grew the mail order business to $250M, then sold it to a public firm listed on NASDAQ in March 2020. He then formed an international management consulting business in March 2005, named www.tempCEO.com and focused on strategic services of Optimization to Asset Production, bringing Fortune 500 company business experience to small and medium business enterprises in the USA and Southeast Asia. In October 2005, Mr. Protto was awarded Global Entrepreneur for INC Magazine for his leadership in introducing Oregon and Washington State wine products into the South Asia market. From April 2016 until May 2019, Mr. Protto was a founding member of Alpine 4 Holdings, Inc. (ALPP: NASDAQ), serving as CEO/President of Alpine 4 Holdings, Inc. ALPP focuses on electronics, drones, USA government, lithium batteries, mapping software and metal fabricating. Mr. Protto played NCAA Division 1 golf, and he received his business and law degrees from Whitworth University and Gonzaga University, respectively.

Established Deal Sourcing Network

WeOur ~~believe our~~ management team’s ~~strong~~has ~~track~~historically ~~record~~leveraged ~~will~~its ~~provide~~industry usrelationships ~~with access to high quality companies. In addition, we believe we, through our management team, have contacts~~ and ~~sources~~professional ~~from~~network ~~which~~ to ~~generate~~identify ~~acquisition opportunities~~ and ~~possibly~~evaluate ~~seek~~potential ~~complementary~~acquisition ~~follow-on business arrangements~~opportunities. These ~~contacts~~relationships ~~and sources~~ include ~~those~~contacts in government, private and public companies, private equity and venture capital funds, investment bankers, attorneys and accountants. Management’s experience and access to this network informed the evaluation and negotiation of the Business Combination with Vesicor.

While the Company has entered into a definitive Business Combination Agreement and is focused on consummating the pending Business Combination, we believe that the experience, relationships and transaction sourcing capabilities of our management team may continue to be valuable following the completion of the Business Combination, including in evaluating strategic opportunities and complementary transactions in the future.

Status as a Publicly Listed Acquisition Company

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

With respect to the foregoing examples and descriptions, past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. Potential investors should not rely upon the historical record of our management as indicative of future performance.

BUSINESS STRATEGIES

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

There is no restriction in the geographic location of targets we can pursue. In particular, we intend to focus our search for an initial business combination on private companies that have compelling economics and clear paths to positive operating cash flow, significant assets, and successful management teams that are seeking access to the U.S. public capital markets.

ACQUISITION CRITERIA

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

	●	Strong management team that can create significant value for target business. We will seek to identify companies with strong and experienced management teams that will complement the operating and investment abilities of our management team. We believe we can provide a platform for the existing management team to leverage the experience of our management team. We also believe that the operating expertise of our management team is well suited to complement the target’s management team.

	●	Revenue and Earnings Growth Potential. We will seek to acquire one or more businesses that have the potential for significant revenue and earnings growth through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

	●	Potential for Strong Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong, stable and increasing free cash flow, particularly businesses with predictable revenue streams and definable low working capital and capital expenditure requirements. We may also seek to prudently leverage this cash flow in order to enhance shareholder value.

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

This criteria does not intend 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 sponsor and management team may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this Annual Report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the U.S. Securities and Exchange Commission, or the SEC.

Funds Flow to and from our Potential PRC Subsidiaries (Post Business Combination)

If we decide to consummate our initial business combination with a target business based in and primarily operating in China, the combined company whose securities will be listed on a U.S. stock exchange may make capital contributions or extend loans to its PRC subsidiaries through intermediate holding companies subject to compliance with relevant PRC foreign exchange control regulations. The combined company may rely on dividends and other distributions from the PRC subsidiaries of the combined company to provide it with cash flow and to meet its other obligations. After the business combination, the combined company’s ability to pay dividends, if any, to the shareholders and to service any debt it may incur will depend upon dividends or other distributions paid by its PRC subsidiaries which are entitled to substantially all of the economic benefits. Under PRC laws and regulations, PRC companies are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to offshore entities. In particular, under the current PRC laws and regulations in effect at the time of this Annual Report, dividends may be paid only out of distributable profits. Distributable profits are the net profit as determined under Chinese accounting standards and regulations, less any recovery of accumulated losses and appropriations to statutory and other reserves required to be made. A PRC company is required to set aside at least 10% of its after-tax profits each year to fund certain statutory reserve funds (up to an aggregate amount equal to half of its registered capital). Entities in China may also be required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As a result, the combined company’s PRC subsidiaries may not have sufficient distributable profits to pay dividends to the combined company.

Furthermore, if certain procedural requirements are satisfied, the payment in foreign currencies on current account items, including profit distributions and trade and service related foreign exchange transactions, can be made without prior approval from State Administration of Foreign Exchange (the “SAFE”) or its local branches. However, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control regulations prevent the PRC subsidiaries of the combined company from obtaining sufficient foreign currencies to satisfy their foreign currency demands, the PRC subsidiaries of the combined company may not be able to pay dividends or repay loans in foreign currencies to their offshore intermediary holding companies and ultimately to the combined company. In addition, exchange controls that exist in the PRC may restrict or prevent us from using the proceeds of this offering to acquire a target company in the PRC and limit our ability to utilize our cash flow effectively following a business combination, which may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account and our rights will expire worthless. Thus, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your share in the open market. We cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of RMB into or out of the PRC. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that the PRC subsidiaries of the combined company will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of the PRC.

As an offshore holding company, if we acquire a target company that operates its business in China, we may use the proceeds of our offshore fund-raising activities to provide loans or make capital contributions to the PRC subsidiaries of the combined company, in each case subject to applicable regulatory requirements. The PRC subsidiaries may pay dividends to us out of their retained earnings. As of the date of this Annual Report, we have not made any dividends or distributions to our shareholders. We do not intend to distribute earnings or settle amounts owed until after the closing of the business combination.

Initial Business Combination

Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

WeThe ~~will have until 15 months from the~~ closing of ~~this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate~~ our initial ~~business~~public ~~combination~~offering ~~within~~occurred 15on ~~months,~~March ~~we may extend the period of time to consummate a business combination (for up to 18 or 21 months~~22, as applicable to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith2024. ~~Pursuant~~Under ~~to the terms of~~ our amended and restated memorandum and articles of association ~~and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus~~, inwe ~~order~~were toinitially ~~extend~~required ~~the time available for us~~ to consummate ~~our~~an initial business combination, ~~our~~within ~~sponsor~~15 ormonths its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $690,000, or up to $793,500 if the underwriters’ over-allotment option is exercised in full or prior to the date of the applicable deadline, for each extension ($0.10 per public share in either case, up to an aggregate of $1,380,000 or $1,587,000 if the underwriters’ over-allotment option is exercised in full). Any such ~~payments would be made in the form of a loan~~closing. ~~Any~~On ~~such~~July ~~loans will be non-interest bearing and payable upon the consummation of our initial business combination. If we complete our initial business combination~~8, ~~we would repay such loaned amounts out of the proceeds of the trust account released to us. If we do not complete a business combination~~2025, ~~we will not repay such loans. Furthermore, the letter agreement with~~ our ~~initial~~ shareholders ~~contains~~approved aan ~~provision~~extension ~~pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out~~ of the ~~funds~~date ~~held~~by inwhich ~~the trust account in the event that~~ we domust not complete a business combination. Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination ~~within~~(the ~~such time period~~“Extension”), wewhich ~~will~~permits ~~redeem~~us ~~100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal~~ to ~~the~~extend ~~aggregate amount then on deposit in~~ the ~~trust~~Combination ~~account~~Period ~~including interest earned~~ on ~~the~~a ~~funds~~month-by-month ~~held~~basis infrom ~~the~~June ~~trust account and not previously released to us to pay our taxes (less up to $100~~22,~~000~~ of2025 ~~interest~~through toDecember ~~pay liquidation and dissolution expenses)~~22, ~~divided by the number of then outstanding public shares~~2026, subject to ~~applicable law and as further described herein, and then seek to liquidate and dissolve. We expect~~ the ~~pro~~deposit ~~rata redemption price to be approximately $10.05 per Class A ordinary share (regardless~~ of ~~whether~~extension orpayments ~~not~~into the ~~underwriters~~trust ~~exercise their over-allotment option), without taking into~~ account ~~any interest earned on such funds~~. ~~However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.~~

Under the Extension, we are required to deposit $150,000 into the trust account for each one-month extension of the Combination Period. The extension payments due on December 22, 2025 and January 22, 2026 were funded after their respective due dates. During this period, management determined not to liquidate the Company because it believed that the proposed business combination could be consummated and that liquidation would not be in the best interests of shareholders. As of the issuance date of these financial statements, the required extension payments have been funded and the Company is current under its amended and restated memorandum and articles of association. There can be no assurance that future extension payments will be funded.

Beginning on June 22, 2025, our sponsor or its affiliates or designees may extend the time available to consummate an initial business combination by depositing $150,000 for each one-month extension into the trust account. The extension payments are funded pursuant to unsecured convertible promissory notes issued by the Company to the Sponsor. The promissory notes bear interest and are convertible, at the Sponsor’s option, into ordinary shares of the Company (or, following the domestication, shares of common stock of the post-business combination company) at a price of $1.00 per share. The promissory notes are not secured by, and have no recourse to, the funds held in the trust account, and any repayment or conversion will be made solely from funds held outside of the trust account. The Sponsor is not obligated to fund any extension payments.

In connection with the Extension, holders of a significant portion of our public shares exercised their redemption rights, and following such redemptions, approximately $22.7 million remained on deposit in the trust account (before payment of taxes and deferred underwriting commissions). If we are unable to consummate an initial business combination by December 22, 2026, or such earlier date as may apply if the extension is not continued, we will redeem the remaining outstanding public shares for a pro rata portion of the funds held in the trust account, subject to applicable law, and thereafter seek to liquidate and dissolve. Any redemption amount would be based on the funds then held in the trust account, including interest earned thereon (less amounts released to pay taxes and up to $100,000 of interest to pay liquidation and dissolution expenses), and we cannot assure you that sufficient funds will be available for distribution in the event claims of creditors take priority over the claims of our public shareholders.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the 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 business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for 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 voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the 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 outstanding shares subsequent to our initial business combination. If less than 100% of the 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.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups, venture capital, funds leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that, so long as our securities are listed on Nasdaq, we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights, and our outstanding rights and the potential future dilution they represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Our Investment Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We will also utilize our operational and capital planning experience. Due to the relationships among our sponsor, management team and their respective affiliates, we believe that we will have the capacity to appropriately source opportunities, and to conduct critical business, financial and other analyses of prospective target businesses ourselves, and accordingly, relative to other blank check companies, we believe we have less reliance on unaffiliated third parties to provide such key elements of the investment process.

Each of our directors and officers presently has, and in the future any of our directors and officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination. See “Directors, Executive Officers and Corporate Governance — Conflicts of Interest”.

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses, relationships with sellers, financing sources and target management teams and experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships will provide us important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

Our acquisition criteria, due diligence processes and value creation methods 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. 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 will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Unless we complete our initial business combination with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our Board of Directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

As more fully discussed in “Directors, Executive Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. All of our officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Other Acquisition Considerations

Members of our management team may directly or indirectly own our ordinary shares and/or private placement units following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Status as a Public Company

We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for our shares or for a combination of our shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost-effective method to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may have a negative view of us since we are a blank check company, without an operating history, and there is uncertainty relating to our ability to obtain shareholder approval of our proposed initial business combination and retain sufficient funds in our trust account in connection therewith.

We are an “emerging growth company,” as defined in the JOBS Act. We 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 this offering, (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 is held by non-affiliates exceeds $700 million as of the prior December 31, 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.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of the second fiscal quarter of such fiscal year, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of the second fiscal quarter of such fiscal year.

Financial Position

With funds available for a business combination initially in the amount of $69,000,000 assuming no redemptions before fees and expenses associated with our initial business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our offering. We intend to effectuate our initial business combination using cash from the proceeds of our offering and the private placement of the private placement units, our shares, debt or a combination of these as the consideration to be paid in our initial business combination. We may, although we do not currently intend to, seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, start-up companies or companies with speculative business plans or excess leverage, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.

In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Selection of a target business and structuring of our initial business combination

Nasdaq rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. Our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial business combination.

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.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

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.

Lack of business diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited ability to evaluate the target’s management team

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that such additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders may not have the ability to approve our initial business combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other legal reasons.

Under the Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

	●	we issue ordinary shares that will be equal to or in excess of 20% of the number of ordinary shares then outstanding (other than in a public offering);

	●	any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

	●	the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

Permitted purchases of our securities

In the event 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 sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares such persons may purchase. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. In the event our sponsor, directors, officers, advisors or their affiliates determine to make any such purchases at the time of a shareholder vote relating to our initial business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. None of the funds in the trust account will be used to purchase shares in such transactions. They will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.

In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.

The purpose of such purchases would be to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. However, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, such purchases would bybe structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

● the Company’s registration statement/proxy statement filed for its business combination transaction would disclose the possibility that the Company’s sponsor, directors, officers, advisors or their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases; ● if the Company’s sponsor, directors, officers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than the price offered through the Company’s redemption process; ● the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction; ● the Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and ● the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

	●	the Company’s registration statement/proxy statement filed for its business combination transaction would include a representation that any of the Company’s securities purchased by the Company’s sponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;

	●	the Company’s sponsor, directors, officers, advisors or their affiliates would not possess any redemption rights with respect to the Company’s securities or, if they do acquire and possess redemption rights, they would waive such rights; and

	●	the Company would disclose in its Form 8-K, before to the Company’s security holder meeting to approve the business combination transaction, the following material items:

	○	the amount of the Company’s securities purchased outside of the redemption offer by the Company’s sponsor, directors, officers, advisors or their affiliates, along with the purchase price;

	○	the purpose of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates;

	○	the impact, if any, of the purchases by the Company’s sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction will be approved;

	○	the identities of Company security holders who sold to the Company’s sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market) or the nature of Company security holders (e.g., 5% security holders) who sold to the Company’s sponsor, directors, officers, advisors or their affiliates; and

○

the number of Company securities for which the Company has received redemption requests pursuant to its redemption offer.

Our sponsor, officers, directors, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against the business combination. Such persons would select the shareholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our sponsor, officers, directors, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, officers, directors, advisors and/or their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Redemption rights for public shareholders upon completion of our initial business combination

WeIn ~~will~~connection ~~provide~~with the consummation of our initial business combination, holders of our public ~~shareholders~~ordinary shares will be provided with the opportunity to redeem all or a portion of their ~~ordinary~~public shares ~~upon~~for ~~the~~cash. ~~completion~~The ~~of our initial business combination at a~~ per-share redemption price, ~~payable~~will inbe ~~cash,~~ equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, including interest ~~(which~~earned ~~interest~~on ~~shall be net of taxes payable) divided by~~ the ~~number~~funds ofheld ~~then outstanding public shares, subject to the limitations described herein. The amount~~ in the trust account isand ~~initially~~not ~~anticipated~~previously released to bepay ~~approximately~~taxes, ~~$10.00~~divided ~~per~~by ~~public~~the ~~share~~number ~~(subject to increase~~ of upthen tooutstanding ~~an additional $0.10 per~~ public ~~share~~shares, insubject ~~the event that our sponsor elects~~ to ~~extend~~ the ~~period~~limitations ~~of time to consummate a business combination, as~~ described inherein ~~more detail in this prospectus). Our sponsor, officers~~ and ~~directors~~applicable have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combinationlaw.

In connection with the Extension approved by our shareholders on July 8, 2025, a significant number of public shareholders exercised their redemption rights, and following such redemptions, approximately $22.7 million remained on deposit in the trust account (before payment of taxes and deferred underwriting commissions). As a result, the redemption price payable to public shareholders in connection with the completion of our initial business combination will depend on, among other things, the amount remaining in the trust account at the time of such redemption and the number of public shares then outstanding, and may differ materially from redemption prices payable in prior redemption events.

Our sponsor, officers and directors have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the completion of our initial business combination.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed 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 the law or stock exchange listing requirement. Under Nasdaq rules, asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. We intend to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by law or stock exchange listing requirement or we choose to seek shareholder approval for business or other legal 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 a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

	●	conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

	●	file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares which are not purchased by our sponsor, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

	●	conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

	●	file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In 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.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our sponsor, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our sponsor and its permitted transferees will own 23.0% of our issued and outstanding ordinary shares (including private placement shares) entitled to vote thereon. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. In addition, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of a business combination.

Our amended and restated memorandum and articles of association will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 both immediately prior to and upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to the holders thereof.

Limitation on redemption upon completion of our initial business combination if we seek shareholder approval

Notwithstanding the foregoing, 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 amended and restated memorandum and articles of association will provide 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 seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares.” 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 business combination as a means to force us or our sponsor or its affiliates 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 this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates 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 this offering, 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 a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our sponsor, officers and directors have, pursuant to a letter agreement entered into with us and waived their right to have any founder shares or public shares held by them redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from an initial shareholder, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public shareholder and restricted from seeking redemption rights with respect to any Excess Shares.

Tendering share certificates in connection with a tender offer or redemption rights

We may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent prior to the date set forth in the tender offer documents, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a shareholder vote, a final proxy statement would be mailed to public shareholders at least 10 days prior to the shareholder vote. However, we expect that a draft proxy statement would be made available to such shareholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 15 months from the closing of this offering (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time).

Redemption of public shares and liquidation if no initial business combination

Our sponsor, officers and directors have agreed that we will have ~~only~~ 15 months from the closing of ~~this~~our ~~offering~~initial ~~(or~~public upoffering to 18complete orour 21initial ~~months,~~business ascombination. ~~applicable~~If ~~from~~we ~~the~~anticipate ~~closing~~that ofwe ~~this~~may ~~offering~~not ifbe weable ~~extend~~to ~~the~~consummate our initial business combination within such 15-month period, ofthe time available to ~~consummate~~complete a business combination bymay ~~the~~be ~~full~~extended ~~amount~~for up to an aggregate of ~~time)~~18 toor ~~complete~~21 months from the closing of our initial ~~business~~public ~~combination.~~offering, Ifas weapplicable, ~~are~~in ~~unable~~accordance towith ~~complete~~the ~~our~~terms ~~initial~~of ~~business~~our ~~combination~~amended ~~within~~and ~~such~~restated ~~15-month~~memorandum ~~period~~and ~~(or~~articles upof toassociation 18and orthe 21trust ~~months~~agreement, aswithout ~~applicable~~submitting ~~from~~such ~~the~~extensions ~~closing~~to ofour ~~this~~shareholders for approval or offering ifredemption werights ~~extend~~in ~~the~~connection ~~period~~therewith. ofIf ~~time~~we are unable to ~~consummate~~complete aour initial business combination bywithin ~~the~~such ~~full~~applicable ~~amount of~~ time) period, 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 thereon (less up to $100,000 of interest to pay dissolution expenses, (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our ~~Board~~board of ~~Directors~~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. There will be no redemption rights or liquidating distributions with respect to our public rights or private placement rights, which will expire worthless if we fail to complete our initial business combination within the ~~15-month time period (or up to 18 or 21 months, as~~ applicable ~~from the closing of this offering if we extend the period of~~ time ~~to consummate a business combination by the full amount of time)~~period.

Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time). However, if our sponsor acquires public shares after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 15-month time period (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time).

Our sponsor, officers and directors have ~~agreed,~~entered ~~pursuant~~into to a ~~written~~ letter agreement with us, ~~that~~pursuant ~~they will not propose any amendment~~ to ~~our~~which ~~amended~~they ~~and~~have ~~restated~~waived ~~memorandum~~their ~~and~~rights ~~articles~~to ofliquidating ~~association~~distributions ~~that~~from ~~would (i) modify~~ the ~~substance~~trust oraccount ~~timing of our obligation to allow redemption in connection~~ with ~~our~~respect ~~initial business combination or~~ to ~~redeem~~their ~~100%~~founder ~~of our public~~ shares if we dofail ~~not~~to complete our initial business combination within 15 months from the closing of ~~this~~our initial public offering (or up to 21an ~~months~~aggregate ~~from the closing~~ of ~~this~~18 ~~offering~~or if21 wemonths ~~extend~~from the ~~period~~closing of ~~time~~our toinitial ~~consummate~~public aoffering, ~~business~~as ~~combination~~applicable, byif the ~~full amount of~~ time) orperiod ~~(ii) with respect~~ to ~~the~~consummate ~~other~~a ~~provisions relating to shareholders’ rights or pre-~~business combination ~~activity,~~is ~~unless~~extended wein ~~provide~~accordance ~~our public shareholders~~ with ~~the~~our ~~opportunity~~amended toand ~~redeem~~restated ~~their~~memorandum ~~ordinary~~and ~~shares~~articles ~~upon approval~~ of ~~any~~association ~~such~~and ~~amendment at a per-share price, payable in cash, equal to~~ the ~~aggregate amount then on deposit in the~~ trust ~~account, including interest (which interest shall be net of taxes payable~~agreement) ~~divided by the number of then outstanding public shares~~. However, weif ~~may not redeem~~ our ~~public~~sponsor ~~shares~~or inany anof ~~amount that would cause~~ our ~~net~~officers ~~tangible~~or ~~assets~~directors toacquire bepublic ~~less~~shares ~~than~~following ~~$5,000,001 both immediately prior to and upon consummation of~~ our initial ~~business~~public ~~combination~~offering, ~~(so~~they ~~that~~will webe ~~are~~entitled ~~not subject~~ to ~~the~~receive ~~SEC’s~~liquidating ~~“penny~~distributions ~~stock”~~from ~~rules).~~the Iftrust ~~this~~account ~~optional redemption right is exercised~~ with respect to ansuch ~~excessive number of~~ public shares ~~such~~if ~~that~~ we ~~cannot~~fail ~~satisfy~~to ~~the~~complete ~~net~~our ~~tangible~~initial ~~asset~~business ~~requirement~~combination ~~(described~~within ~~above), we would not proceed with~~ the ~~amendment~~applicable ortime ~~the related redemption of our public shares~~period.

WeOur ~~expect~~sponsor, ~~that~~officers ~~all~~and ~~costs~~directors ~~and~~have ~~expenses~~agreed, ~~associated~~pursuant to a written letter agreement with ~~implementing~~us, that they will not propose any amendment to our ~~plan~~amended and restated memorandum and articles of ~~dissolution,~~association asthat ~~well~~would as(i) ~~payments~~modify the substance or timing of our obligation to ~~any~~provide ~~creditors,~~redemption ~~will~~rights bein ~~funded~~connection ~~from~~with ~~amounts~~our ~~remaining~~initial ~~out~~business combination or to redeem 100% of ~~the~~our ~~funds~~public ~~held~~shares ~~outside~~if we do not complete our initial business combination within 15 months from the ~~trust~~closing ~~account,~~of ~~although~~our weinitial ~~cannot~~public ~~assure~~offering ~~you~~(or ~~that~~up ~~there~~to ~~will~~an beaggregate ~~sufficient~~of ~~funds~~21 ~~for~~months ~~such~~from ~~purpose.~~the ~~However~~closing of our initial public offering, ifas ~~those~~applicable, ~~funds~~if ~~are~~the ~~not~~time ~~sufficient~~period to ~~cover~~consummate ~~the~~a ~~costs~~business ~~and~~combination ~~expenses~~is ~~associated~~extended ~~with~~in ~~implementing~~accordance with our ~~plan~~amended and restated memorandum and articles of ~~dissolution,~~association and the trust agreement) or (ii) with respect to the ~~extent~~other ~~that~~provisions ~~there~~relating isto shareholders’ rights or pre-business combination activity, unless we provide our public shareholders with the opportunity to redeem their ordinary shares upon approval of any ~~interest~~such ~~accrued~~amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, ~~not~~including ~~required~~interest to(which ~~pay~~interest shall be net of taxes payable) divided by the number of then outstanding public shares. However, we may ~~request~~not ~~the~~redeem ~~trustee~~our public shares in an amount that would cause our net tangible assets to ~~release~~be less than $5,000,001 both immediately prior to usand upon consummation of our initial business combination (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an ~~additional~~excessive ~~amount~~number of public shares such ~~accrued~~that ~~interest~~we tocannot ~~pay~~satisfy ~~those~~the ~~costs~~net ~~and~~tangible ~~expenses~~asset requirement (described above), we would not proceed with the amendment or the related redemption of our public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds from our initial public offering and the sale of the private placement units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05 per public share, subject to increase as a result of interest earned on the trust account and any amounts deposited into the trust account in connection with extensions of the period of time to consummate a business combination. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. Accordingly, we cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than the amount then held in the trust account per public share. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that such entities will execute such agreements, or that even if executed, such agreements would be enforceable or prevent such entities from bringing claims against the trust account, including, but not limited to, claims of fraudulent inducement, breach of fiduciary duty or other similar claims, or claims challenging the enforceability of such waivers, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.

If weany ~~were~~third toparty ~~expend~~refuses ~~all~~to ofexecute ~~the~~an ~~net~~agreement ~~proceeds~~waiving ofsuch ~~this offering~~claims ~~and~~to the ~~sale~~monies ofheld ~~the private placement units, other than the proceeds deposited~~ in the trust account, ~~and~~our ~~without~~management ~~taking~~will ~~into account~~perform ~~interest,~~an ifanalysis ~~any,~~of ~~earned on~~ the ~~trust~~alternatives ~~account,~~available ~~the~~to ~~per-share~~it ~~redemption~~and ~~amount~~will ~~received~~only byenter ~~shareholders~~into ~~upon our dissolution would be approximately $10.05 (subject to increase of up to~~ an ~~additional~~agreement ~~$0.10~~with ~~per~~such ~~public~~third ~~share~~party inif ~~the~~management ~~event~~believes that ~~our sponsor elects to extend~~ the ~~period~~engagement of ~~time~~such tothird ~~consummate~~party awould ~~business~~be ~~combination,~~significantly asmore ~~described~~beneficial into ~~more~~us ~~detail~~than inany ~~this~~available ~~prospectus)~~alternative. ~~The~~Examples ~~proceeds deposited~~of inpossible ~~the~~instances ~~trust~~in ~~account~~which ~~could,~~we ~~however,~~may ~~become~~engage ~~subject~~a tothird ~~the~~party ~~claims~~that ofrefuses ~~our~~to ~~creditors~~execute ~~which~~a ~~would~~waiver ~~have~~include ~~higher priority than~~ the ~~claims~~ engagement of ~~our~~a ~~public~~consultant ~~shareholders.~~whose Weparticular ~~cannot~~expertise ~~assure~~or ~~you~~skills ~~that~~are ~~the~~believed ~~actual per-share redemption amount received~~ by ~~shareholders~~management ~~will~~to ~~not~~ be ~~substantially~~significantly ~~less~~superior ~~than~~to ~~$10.05~~those ~~per~~of ~~public~~other ~~share.~~consultants ~~While~~willing ~~we intend~~ to ~~pay~~execute ~~such~~a ~~amounts~~waiver, ifor ~~any,~~circumstances wein ~~cannot~~which ~~assure~~management ~~you~~is ~~that~~unable weto ~~will~~identify ~~have funds~~a ~~sufficient~~service toprovider ~~pay~~willing orto ~~provide~~execute ~~for~~such ~~all~~a ~~creditors’ claims~~waiver.

~~Although~~In ~~we will seek to have all vendors~~addition, ~~service~~there ~~providers~~can ~~(other~~be ~~than~~no ~~our~~assurance ~~independent~~that ~~auditors),~~such ~~prospective target businesses or other~~ entities ~~with~~will ~~which~~agree weto dowaive ~~business execute agreements with us waiving~~ any ~~right,~~claims ~~title,~~they ~~interest~~may orhave ~~claim of any kind~~ in ~~or to any monies held in~~ the ~~trust account for the benefit of our public shareholders~~future, ~~there~~or ~~is no guarantee~~ that they will ~~execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but~~ not ~~limited~~seek torecourse fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against ~~our assets, including~~ the ~~funds held in the~~ trust account. Iffor any ~~third~~reason party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, ~~any~~ negotiations, contracts or agreements with us ~~and will not seek recourse against the trust account for any reason~~. Upon the redemption of our public shares, ifwhether wein ~~are~~connection ~~unable~~with our failure to complete ~~our~~an initial business combination within the ~~prescribed~~applicable time ~~frame,~~period or ~~upon~~in connection with the exercise of a redemption ~~right~~rights in connection with our initial business combination, we will be required to provide for payment of any claims of creditors that were not waived and that may be brought against us within the 10ten-year ~~years~~period following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Actredemption. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our sponsor has agreed that it will be liable to us if and to the extent that any claims by a vendor for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share or (ii) the actual amount per public share then held in the trust account as of the date of liquidation, in each case net of the amount of interest that may be withdrawn to pay taxes, except as to (x) any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and (y) any claims under our indemnification of the underwriters against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnification obligations and believe that our sponsor’s only assets are securities of our company. None of our officers or directors, other than our sponsor, will indemnify us for claims by third parties, including, without limitation, claims by vendors or prospective target businesses.

In the event that the proceeds in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the redemption price will not be substantially less than $10.05 per public share.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.05 per public share or (ii) the actual amount per public share then held in the trust account as of the date of liquidation, in each case due to reductions in value of the trust assets and net of the amount of interest that may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations with respect to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take such legal action on our behalf, it is possible that, in exercising their business judgment, they may choose not to do so in any particular instance. Accordingly, we cannot assure you that, due to claims of creditors, the actual value of the redemption price will not be substantially less than the amount then held in the trust account per public share.

We will seek to reduce the possibility that our sponsor will ~~have~~be required to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses orand other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will ~~also~~ not be liable asfor ~~to any~~ claims under our ~~indemnity~~indemnification of the underwriters ~~of this offering~~ against certain liabilities, including liabilities under the Securities Act. We will have access to upfunds toheld ~~$69,345,000~~outside ~~from~~ the ~~proceeds~~trust ofaccount, ~~this~~including ~~offering~~proceeds ~~and~~from the sale of ~~the~~ private placement units, with which to pay any such potential claims, (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received ~~funds~~distributions from ~~our~~the trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $10.05, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $10.05, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that we will be able to return ~~$10.05 per share~~ to our public shareholders. ~~Additionally,~~the ifamount weper ~~file~~share athen ~~bankruptcy~~held ~~petition~~in orthe antrust ~~involuntary~~account. ~~bankruptcy petition is filed against us that is not dismissed~~Additionally, any distributions received by shareholders could be viewed under applicable debtor/-creditor ~~and/~~or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”, Asand a ~~result, a~~ bankruptcy court could seek to recover all ~~amounts~~or ~~received~~a byportion ~~our~~of ~~shareholders~~such amounts. Furthermore, our board of directors may be viewed as having breached its fiduciary ~~duty~~ duties to ~~our~~ creditors ~~and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages,~~ by paying public shareholders from the trust account prior to addressing the claims of creditors, which could expose us to additional claims. We cannot assure you that such claims will not be ~~brought~~ ~~against us for these reasons~~brought.

Our public shareholders will be entitled to receive funds from the trust account only upon the ~~earlier~~earliest to occur of (i) the completion of our initial business combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to ~~(A)~~ modify the substance or timing of our obligation to ~~allow~~provide redemption rights in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within ~~15 months from~~ the ~~closing~~applicable oftime ~~this offering (or up to 18 months from the closing of this offering if we extend the~~ period, ~~of time to consummate a business combination by the full amount of time)~~ or ~~(B) with respect~~ to amend any other ~~provision~~provisions relating to shareholders’ rights or pre-business combination activity, ~~and~~or (iii) the redemption of all of our public shares if we are unable to complete our initial business combination within ~~15 months from~~ the ~~closing of this offering (or up to 18 or 21 months, as~~ applicable ~~from~~time ~~the closing of this offering if we extend the~~ period, ofin ~~time~~each tocase ~~consummate a business combination by the full amount of time),~~ subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind toin or into the trust account. InA ~~the event we seek~~ shareholder’s ~~approval~~vote in ~~connection~~favor ~~with~~of ~~our~~or ~~initial~~against a proposed business combination, awithout ~~shareholder’s~~exercising ~~voting~~redemption inrights, ~~connection with the business combination alone~~ will not ~~result~~entitle insuch a shareholder’s ~~redeeming its shares~~ to usreceive ~~for~~any anportion ~~applicable pro rata share~~ of the trust account. ~~Such shareholder must have also exercised its redemption rights described above.~~

Amended and Restated Memorandum and Articles of Association

Our amended and restated memorandum and articles of association ~~contains~~contain certain requirements and restrictions ~~relating to this offering~~ that will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote. Our sponsor, officers and directors have agreed to waive any redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Specifically, our amended and restated memorandum and articles of association will provide, among other things, that:

● prior to the consummation of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) or (2) provide our public shareholders with the opportunity to tender their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable) in each case subject to the limitations described herein; ● we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination; ● if our initial business combination is not consummated within 15 months from the closing of this offering (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), then our existence will terminate and we will distribute all amounts in the trust account; and ● prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

	●	we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination;

	●	if we do not consummate our initial business combination within 15 months from the closing of our initial public offering (or within such extended period, up to an aggregate of 18 or 21 months from the closing of our initial public offering, as applicable, if the time period to consummate a business combination is extended in accordance with our amended and restated memorandum and articles of association and the trust agreement), we will cease all operations except for the purpose of winding up and will distribute the amounts held in the trust account in accordance with the terms of our amended and restated memorandum and articles of association; and

	●	prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

These provisions cannot be amended without the approval of holders of at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote at a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and articles of association will provide that we may consummate our initial business combination only if approved by a majority of the ordinary shares voted by our shareholders at a duly held shareholders meeting.

Conflicts of Interest

Each of our officers and directors presently has, and in the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and articles of association will provide that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our business combination.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy their indemnity obligations and believe that our sponsor’s only assets are securities of our company. We have not asked our sponsor to reserve for such obligations.

Employees

We currently have two officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers or any other members of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Item 1A. Risk Factors.

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

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

We are a special purpose acquisition company with no business operations. Since our Initial Public Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if there are any. In fiscal year ~~2024~~2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices are located at 125 Blackhawk Plaza Circle, Suite 166 Danville, CA 94506, and our telephone number is 915-217-4482.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Units, Ordinary Shares, and Rights are each traded on The Nasdaq ~~Select~~Global Market (“Nasdaq”) under the symbols “BKHAU,” “BKHA,” and “BKHAR,” respectively.

Holders

As of November 30, ~~2024~~2025, we had two holders of record of our Units, three holders of record of our separately traded Ordinary Shares, and one holder of our separately traded Rights. The number of record holders was determined from the records of our transfer agent.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands Law. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future, except if we increase the size of the offering, in which case we will effect a capitalization or share surrender or redemption or other appropriate mechanism immediately prior to the consummation of the offering in such amount as to maintain the ownership of our sponsor prior to this offering at 19% of our issued and outstanding ordinary shares upon the consummation of this offering (excluding the private placement shares) or approximately 23.0% (including the private placement shares). Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

On October 16, 2023, our Sponsor paid $25,000 in exchange for 17,250,000 shares of common stock, $0.0001 per share, which were converted to 1,725,000 Class B ordinary shares pursuant to the First Amendment to the Subscription Agreement entered into between the Company and the Sponsor on November 13, 2023. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. In addition, 258,750 of such Founder Shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 2422, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any.

A total of $69,345,00000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

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

Since our IPO, our ~~sole~~ business ~~activity~~activities ~~has~~have ~~been~~included identifying, evaluating, negotiating and ~~evaluating~~entering ~~suitable~~into ~~acquisition~~a ~~transaction~~definitive ~~candidates~~business combination agreement, as well as activities related to pursuing the consummation of the proposed 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 May 13, 2024, the holders of the Company’s units could elect to separately trade the ordinary shares and rights included in its units. The ordinary shares and rights are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “BKHA” and “BKHAR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “BKHAU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders’ Units into ordinary shares and rights.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “us,” “our” or “we” refer to Black Hawk Acquisition Corporation The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included herein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. WeOn ~~have~~April ~~not~~26, ~~selected~~2025, ~~any~~we ~~specific~~entered ~~business~~into ~~combination~~a ~~target~~Business ~~and~~Combination weAgreement ~~have~~with ~~not~~Vesicor Therapeutics, Inc. ~~nor~~(“Vesicor”) ~~has~~and ~~anyone~~BH onMerger ~~our~~Sub, ~~behalf~~Inc., ~~initiated~~pursuant ~~any~~to ~~substantive~~which ~~discussions,~~we ~~directly~~intend orto ~~indirectly~~consummate a business combination, subject to the satisfaction of customary closing conditions. The proposed transaction is described in greater detail elsewhere in this Annual Report and in our Registration Statement on Form S-4 filed with ~~any~~the SEC. There can be no assurance that the proposed business combination ~~target~~will be consummated.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 28, 2023 (inception) through November 30, ~~2024~~2025, were organizational activities and those necessary to consummate the IPO, and subsequent to 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 expect to generate non-operating income in the form of interest income on marketable securities held after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the year ended November 30, 2025, we had net income of $1,329,557, which consisted of interest income of $2,244,975, and change in fair value of derivative liability of $92, offset by general and administrative expenses of $795,510, and related party administrative fees of $120,000.

For the year ended November 30, 2024, we had net income of $1,915,703, which consisted of interest income of $2,491,779 offset by general and administrative expenses of $492,131, and related party administrative fees of $83,945.

For the year ended November 30, 2023, we had net loss of $18,853, all of which consisted of formation and operating costs.

Liquidity and Capital Resources

On March 22, 2024, we consummated our IPO of 6,900,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 235,500 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,355,000.

We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 3.5% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

As of November 30, ~~2024~~2025, we had cash of $~~264~~39,~~842~~521 and a working capital deficit of $~~243~~1,~~093~~431,443. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

The Company will use funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

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

Off-Balance Sheet Arrangements

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

Off-Balance Sheet Arrangements

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

Contractual Obligations

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, ~~commencing~~pursuant to which the Company pays the Sponsor a monthly fee of $10,000 for office space and administrative and support services. The agreement commenced on the effective date of the Company’s initial public offering registration statement ofand ~~IPO~~continues through the ~~later~~earlier of the consummation of the Company’s ~~consummation~~initial ofbusiness acombination ~~Business~~or ~~Combination~~the orCompany’s 21liquidation. ~~months~~The ~~from~~Sponsor ~~such~~is ~~effective~~not ~~date,~~obligated to ~~pay~~provide ~~the~~services ~~Sponsor~~beyond athe ~~total~~term of ~~$10~~the agreement,~~000~~ ~~per~~and ~~month~~the ~~for~~Company ~~office~~may ~~space~~terminate ~~and~~the ~~administrative~~agreement ~~and~~upon ~~support~~completion ~~services~~of a business combination.

Underwriting Agreement

~~Upon~~In ~~closing~~connection ofwith athe ~~Business~~Company’s ~~Combination~~initial public offering, the underwriters ~~will~~are be entitled to a deferred ~~fee~~underwriting ofcommission equal to 3.5% of the gross proceeds of the IPO, or $2,415,000. The deferred ~~fee~~underwriting ~~will~~commission ~~become~~is payable tosolely upon the ~~underwriters~~consummation ~~from~~of ~~the~~an ~~amounts~~initial ~~held~~business incombination ~~the~~and ~~Trust~~will ~~Account~~be ~~solely~~paid infrom the ~~event~~funds ~~that~~held wein ~~complete~~the atrust ~~Business Combination~~account, subject to the terms of the underwriting agreement. ~~Additionally,~~If wethe ~~issued~~Company ~~the~~does ~~underwriters~~not 69consummate a business combination,~~000~~ ~~shares~~the ~~common~~deferred ~~stock~~underwriting commission will not be paid. In addition, orthe Company issued the ~~representative~~underwriters ~~shares~~69,000 ordinary shares at the closing of the IPO as ~~part of~~ representative compensation.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.

Recent Accounting Standards

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

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results

As of November 30, ~~2024~~2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

JOBS Act

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

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

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

As of November 30, ~~2024~~2025, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of this offering and the sale of the private placement units held in the trust account will be invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplementary Data.

This information appears following Item 15 of this Form 10-K and is incorporated herein by reference.

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

None.

Item 9A. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of November 30, ~~2024~~2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of November 30, ~~2024~~2025, our disclosure controls and procedures were not effective.

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

Management’s Annual Report on Internal Control over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, 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 GAAP. Our internal control over financial reporting includes those policies and procedures that:

	(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,

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

	(3)	provide 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.

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 at November 30, ~~2024~~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 November 30, ~~2024~~2025, due to the material weakness in our internal controls as a result of inadequate segregation of duties within accounting processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. Management plan to implement remediation steps to improve our internal control over financial reporting. Specifically, we plan to expand and improve our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial Reporting

Other than as described herein, there were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the fourth quarter of ~~2024~~2025, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

3031

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Name	Age	Title
Kent Louis Kaufmann	6667	Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors
Jonathan Ginsberg	3435	Chief Operating Officer and Director
Brandon Miller	61	Director
Daniel M. McCabe	75	Director
Daniel M. McCabe	74	Director
Terry W. Protto	76	Director
Terry W. Protto	75	Director

Kent Louis Kaufman has ~~been~~served ~~serving~~ as our Chief Executive Officer and a director since November 21, 2023, and has ~~been~~served ~~serving~~ as our Chairman and Chief Financial Officer since December 4, 2023. Mr. Kaufman has over 30 years of experience in executive ~~roles~~leadership, management consulting, and executive coaching. He currently serves as the ~~CEO~~Chief Executive Officer of the Growth and Leadership Center, Inc., a role he has held since 2004. Since March 2020, Mr. Kaufman has ~~been~~served ~~serving~~ as a managing partner at BEEC Capital, a management and consulting company. He has also been a frequently utilized leadership consultant for Korn Ferry International, a recruiting and human resources consulting company, since 2006. Mr. Kaufman has worked with companies and executives at all levels, including CEOs, Boards of Directors, vice presidents, and directors. Throughout his career, he has consulted for companies including NVIDIA, Amazon, Google, Intel, Hewlett Packard, Chevron, Abbot Labs, Medtronic, Network Appliance, Barclays, Black Rock, Bank of New York Mellon, Cisco, Northrop Grumman, and Apple. From 1991 until 1996, Mr. Kaufman was one of the key leaders who took start-up StorMedia public in an IPO, where he served as the Director of Product Development. From 1979 until 1991, Mr. Kaufman began his management career at IBM, where he worked as a Materials Scientist and received the prestigious Outstanding Innovation Award from IBM. Mr. Kaufman received his Bachelor of Science from the University of Washington and his Master of Science from Stanford University.

WeThroughout ~~believe~~his ~~that~~career, Mr. Kaufman ishas ~~qualified~~worked towith ~~serve~~companies asand aexecutives ~~member~~at ofall ~~our~~levels, ~~board~~including chief executive officers, boards of directors ~~due~~and tosenior ~~his~~management ~~comparable~~teams. His consulting experience includes work with companies such as NVIDIA, Amazon, Google, Intel, Hewlett Packard, Chevron, Abbott Laboratories, Medtronic, Network Appliance, Barclays, BlackRock, Bank of New York Mellon, Cisco, Northrop Grumman and ~~background~~Apple. From 1991 until 1996, Mr. Kaufman was one of the key leaders who took start-up SportMedia public in ~~executive~~an initial public offering, where he served as Director of Product Development. From 1979 until 1991, Mr. Kaufman began his management ~~positions~~career at IBM, where he ~~routinely~~worked ~~engaged~~as ina Materials Scientist and ~~fulfilled~~received ~~financial~~the ~~oversight~~Outstanding ~~responsibilities,~~Innovation ~~which~~Award ~~has~~from ~~resulted~~IBM. inMr. Kaufman received his ~~financial~~Bachelor ~~sophistication~~of Science from the University of Washington and his Master of Science from Stanford University.

~~Jonathan~~We ~~Ginsberg~~believe ~~has~~that been serving as our Chief Operating Officer and director since April 22, 2024. He is the President of BEEC Inc. (BEEC), an education services and technology company in California, which he co-founded in 2016. At BEEC he leads operations and expansion of student services, with clients in North America, Asia, Oceania and Europe. Mr. ~~Ginsberg~~Kaufman ~~also oversees BEEC's software development department focused on custom learning solutions for schools and institutions. Additionally, he~~ is aqualified ~~Founding~~to ~~Member~~serve ofas ~~BEEC Capital, LLC, an investment and consulting company owned by BEEC Inc. Mr. Ginsberg is also~~ a ~~Director~~member of NPour ~~Life~~board ~~Sciences Health Industry Group Inc., an OTCQB-listed company, as well as a Director~~ of ~~its~~directors ~~subsidiary,~~due GWto ~~Health~~his ~~Consulting~~extensive ~~Management Inc. Mr. Ginsberg also has~~ experience in ~~international~~executive ~~trade,~~management ~~education~~positions and ~~law.~~his ~~He is~~routine ~~active~~engagement in ~~community~~financial ~~leadership,~~oversight ~~including co-founding a non-profit~~responsibilities, ~~Global~~which Friendship City Association (GFCA), where he serves as the Executive Director. GFCA's mission is to foster subnational relations globally in the areas of commerce, culture, and education. Through his work, Mr. Ginsberg has ~~helped~~resulted ~~GFCA form international public/private partnerships across North America, Asia and Africa. Mr. Ginsberg received his Bachelor’s degree~~ in International Studies from Johns Hopkins University. We believe that Mr. Ginsberg’s access to contacts and sources, ranging from education services and technology companies, and international trade, will assist us in generating acquisition opportunities and identifying suitable acquisition candidates and he will be a ~~valuable~~high ~~member~~level of ~~the~~financial ~~Board~~sophistication.

WeJonathan ~~believe~~Ginsberg ~~that~~has served as our Chief Operating Officer and a director since April 22, 2024. Mr. Ginsberg is ~~qualified~~the ~~to serve~~President asof BEEC Inc. (formerly BEEC Capital), an education services and technology company in California that he co-founded in 2016. At BEEC Inc., Mr. Ginsberg leads operations and expansion of student services, with clients across North America, Asia, Oceania and Europe, and oversees the company’s software development department focused on custom learning solutions for schools and institutions. Mr. Ginsberg is also a founding member of ~~our~~BEEC ~~board~~Capital, ofLLC, ~~directors~~an ~~due~~investment toand ~~his~~consulting ~~significant~~company ~~experience~~owned ~~with~~by ~~public~~BEEC ~~companies~~Inc.

~~Brandon~~Mr. ~~Miller~~Ginsberg ~~has~~also ~~been~~serves ~~serving~~ as ~~our independent~~a ~~directors~~director ~~since~~of ~~March~~Bodhi ~~22,~~Tree ~~2024~~Biotechnology Inc., Hean ~~has~~OTCQB-listed ~~been~~company, ~~serving~~as well as a ~~member~~director of ~~the~~NP ~~board~~Life ofSciences ~~directors~~Healthy ofGroup ~~Yotta~~Inc., ~~Acquisition~~another ~~Corporation (Nasdaq:~~OTCQB-listed ~~YOTA)~~company, ~~since April 2022~~ and ~~Quetta~~a ~~Acquisition~~director ~~Corporation~~of ~~(Nasdaq:~~their ~~QETA)~~respective ~~since August 2023~~subsidiaries. In addition, Mr. ~~Miller~~ Ginsberg has ~~been the~~experience ~~managing~~in ~~partner~~international ~~at Aspect Property Management LLC~~trade, aeducation ~~property~~and ~~management~~non-profit ~~company in Connecticut, since January 2015~~governance. ~~Before joining~~He ~~Aspect~~is ~~Property~~a ~~Management~~co-founder ~~LLC,~~and ~~Mr. Miller~~serves ~~spent~~as aExecutive ~~decade~~Director inof ~~the~~Global ~~consulting~~Friendship ~~industry~~City atAssociation ~~Matté & Company~~(GFCA), a ~~private and~~non-profit ~~public~~organization ~~sector~~focused ~~consulting~~on ~~company~~fostering ~~from~~subnational ~~January 2005~~relationships toglobally ~~January 2015,~~in ~~where~~the heareas ~~offered~~of ~~executive recruiting~~commerce, ~~strategic~~culture ~~planning, leadership,~~ and ~~corporate consulting services~~education. ~~Mr. Miller~~Through ~~was~~his awork ~~corporate~~with ~~controller at Corporate Dining Solutions~~GFCA, ~~a corporate catering company, from 2003 to 2005.~~ Mr. ~~Miller~~ isGinsberg ~~presently~~has ahelped ~~certified~~establish ~~manager~~international ofpublic-private ~~community~~partnerships ~~associations~~across ~~(“CMCA”)~~North ~~and~~America, anAsia ~~association management~~and ~~specialist (“AMS”)~~Africa. Mr. ~~Miller~~ Ginsberg received his ~~bachelor~~Bachelor’s degree in ~~finance~~International ~~from~~Studies ~~the University of Bridgeport in 1986 and studied mechanical engineering at North Carolina State University~~ from ~~1980~~Johns toHopkins ~~1983~~University.

We believe that Mr. ~~Miller~~ Ginsberg is qualified to serve as a member of our board of directors due to his ~~extensive~~operational leadership experience, ininternational ~~the~~business ~~real~~background ~~estate~~ and ~~business~~experience ~~consulting~~with ~~industries~~public companies.

3132

Daniel M. McCabe has ~~been~~served ~~serving~~ as one of our independent directors since March 22, ~~2024t~~2024. HeMr. McCabe has ~~been~~served ~~serving~~ as a member of the board of directors of Yotta Acquisition Corporation (Nasdaq: YOTA) since April 2022 and Quetta Acquisition Corporation (Nasdaq: QETA) since August 2023. Mr. McCabe has been admitted to practice law before the ~~Courts~~courts of the State of Connecticut since 1974. ~~Mr. McCabe’s~~His legal career began as an assistant clerk of the Superior Court at Stamford from 1974 to 1976, and since ~~then~~1982 he has ~~had~~operated his own legal practice, Daniel McCabe LLC, a general practice law firm in Connecticut ~~founded in 1982~~. His ~~work~~practice includes ~~rendering~~advising ~~legal advice to~~ individuals and business entities ~~concerning~~ on commercial transactions, business organizations, and complex litigation. Mrmatters. McCabe is also an Adjunct Professor of Business Law at Sacred Heart University. Mr. McCabe previously was the Chairman of the Stamford Housing Authority, Co-chair of the Stamford Reapportionment Committee, Member of the Board of Parole for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford and Counsel for the Stamford Water Pollution Control Authority. He also served as Corporation Counsel for the City of Stamford where he held the position of chief legal counsel and advisor to Mayor Stanley Esposito of the City of Stamford. Mr. McCabe obtained his Juris Doctor degree from St. John’s University Law School in 1974.

~~We believe that~~ Mr. McCabe is ~~qualified~~also toan ~~serve~~Adjunct asProfessor of Business Law at Sacred Heart University. In addition, he has previously served in a number of public and civic leadership roles, including Chairman of the Stamford Housing Authority, Co-Chair of the Stamford Reapportionment Committee, member of ~~our~~the ~~board~~Board of ~~directors~~Parole ~~due~~for the State of Connecticut, Chairman of the Republican Town Committee of the City of Stamford, Counsel for the Stamford Water Pollution Control Authority and Corporation Counsel for the City of Stamford, where he served as chief legal counsel and advisor to the Mayor. Mr. McCabe received his ~~legal~~Juris ~~experience~~Doctor degree from St. John’s University School of Law in 1974.

~~Terry~~We W.believe ~~Protto~~that ~~has been serving as one of our independent directors since March 22, 2024.~~ Mr. ~~Protto~~ ~~has~~McCabe ~~been~~is aqualified ~~leader~~to ~~during~~serve ~~his~~as ~~life and career in various organizations. He had~~ a ~~scholarship,~~member ~~which led to a commission in the US Army, and he quickly rose to the rank~~ of ~~Lt.~~our ~~Colonel.~~board After his graduate school education, Mr. Protto was recruited by Macy’s, the nation’s largest retail department store firm, in 1993 and rose through the executive ranks to Vice Chairman-Operations and Finance, a position he held from 1999 until 2005. He left the Fortune 500 world in 2005 to become President of ~~Mail~~directors ~~Order~~due ~~and Retail, a privately held firm in Portland, Oregon where he served from January 2005~~ to ~~November 2016.~~ ~~Mr. Protto~~his ~~opened~~extensive 52legal ~~retail stores and grew the mail order business to $250M~~experience, ~~then sold it to a~~ public firm listed on NASDAQ in March 2020. He then formed an international management consulting business in March 2005, named www.tempCEO.com and focused on strategic services of Optimization to Asset Production, bringing Fortune 500 company ~~business~~board ~~experience~~service ~~to small~~ and ~~medium~~ ~~business~~familiarity ~~enterprises~~with inregulatory ~~the USA~~ and ~~Southeast~~governance ~~Asia~~matters. In October 2005, Mr. Protto was awarded Global Entrepreneur for INC Magazine for his leadership in introducing Oregon and Washington State wine products into the South Asia market. From April 2016 until May 2019, Mr. Protto was a founding member of Alpine 4 Holdings, Inc. (ALPP: NASDAQ), serving as CEO/President of Alpine 4 Holdings, Inc. ALPP focuses on electronics, drones, USA government, lithium batteries, mapping software and metal fabricating. Mr. Protto played NCAA Division 1 golf, and he received his business and law degrees from Whitworth University and Gonzaga University, respectively.

WeTerry ~~believe~~W. ~~that~~Proto has served as one of our independent directors since March 22, 2024. Mr. ~~Protto~~ isProto ~~qualified~~has toheld ~~serve~~leadership asroles aacross ~~member~~the ofretail, ~~our~~manufacturing ~~board~~and consulting sectors for several decades. Following receipt of ~~directors~~a ~~due~~scholarship, toMr. ~~his~~Proto ~~experience~~was commissioned in ~~business~~the ~~management~~United States Army, where he rose to the rank of Lieutenant Colonel.

After completing his graduate education, Mr. Proto joined Macy’s, Inc. in 1993, where he advanced through the executive ranks and served as Vice Chairman – Operations and Finance from 1999 until 2005. In 2005, Mr. Proto left Macy’s to become President of Mail Order and Retail, a privately held company based in Portland, Oregon, where he served from January 2005 until November 2016. During his tenure, Mr. Proto oversaw the opening of 52 retail locations and expanded the company’s mail order business to approximately $250 million in annual revenue, prior to the company’s sale to a Nasdaq-listed public company in March 2020.

Mr. Proto also founded an international management consulting business in 2005, providing strategic and operational advisory services to small and mid-sized enterprises in the United States and Southeast Asia. From April 2016 until May 2019, Mr. Proto served as a founding member and Chief Executive Officer and President of Alpine 4 Holdings, Inc. (Nasdaq: ALPP), a public company focused on diversified manufacturing and technology-driven businesses. Mr. Proto received his business and law degrees from Whitworth University and Gonzaga University, respectively.

We believe that Mr. Proto is qualified to serve as a member of our board of directors due to his extensive executive leadership experience, public company management background and operational expertise.

Number, Terms of Office and Election of Officers and Directors

Our board of directors consists of four directors, three of whom are deemed to be “independent” under SEC and Nasdaq rules. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Post-offering Memorandum and Articles as it deems appropriate. Our Post-offering Memorandum and Articles provide that our officers may consist of one or more Chairman of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other officers as may be determined by the board of directors.

Director Independence

The Nasdaq listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board has determined that each of Mr. McCabe, Mr. Miller, and Mr. Protto are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our Sponsor a total of $10,000 per month for office space, administrative and support services. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.

We do not 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 officers and directors may negotiate employment or consulting arrangements to remain with us after the 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 officers and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our Board of Directors has two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee of the Board of Directors. The members of our audit committee are MrDaniel M. McCabe, Mrand Terry W. ~~Miller~~ Proto, each of whom has been determined by our board of directors to be independent under the applicable rules of the Securities and MrExchange Commission and The Nasdaq Stock Market. ~~Protto.~~ Mr. ~~Miller~~ McCabe serves as ~~chairman~~Chairman of the audit committee.

Each member of the audit committee is financially literate and our Board of Directors has determined that Chris Constable qualifies as an “audit committee financial expert” as defined in applicable SEC rules.34

Each member of the audit committee is financially literate. Our board of directors has not designated an audit committee financial expert at this time.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

●

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●

discussing with management major risk assessment and risk management policies;

●

monitoring the independence of the independent auditor;

●

verifying the 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 and approving all related-party transactions;

●

inquiring and discussing with management our compliance with applicable laws and regulations;

●

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●

appointing or replacing the independent auditor;

●

determining the compensation and oversight of the work of the independent auditor (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;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit Committee

~~The~~In ~~audit~~addition, ~~committee~~we ~~will~~must atcertify ~~all~~to ~~times~~Nasdaq bethat ~~composed~~the Audit ~~exclusively~~Committee ofhas, ~~“independent~~and ~~directors”~~will ~~who~~continue ~~are~~to ~~“financially~~have, ~~literate”~~at asleast ~~defined~~one ~~under~~member ~~the~~who ~~Nasdaq~~has ~~listing~~past ~~standards.~~employment ~~The~~experience ~~Nasdaq~~in ~~listing~~finance ~~standards~~or ~~define~~accounting, ~~“financially~~requisite professional ~~literate”~~certification asin ~~being~~accounting, ~~able~~or toother ~~read~~comparable ~~and~~experience ~~understand~~or ~~fundamental~~background ~~financial~~that ~~statements,~~results ~~including~~in athe ~~company~~individual’s ~~balance sheet, income statement, and cash flow statement~~financial sophistication.

InFollowing ~~addition, we must certify to Nasdaq that~~ the ~~committee~~passing ~~has,~~of ~~and~~Mr. ~~will~~Brandon ~~continue to have~~Miller, ~~at least one member~~ who ~~has~~previously ~~past~~served ~~employment~~as ~~experience~~the inCompany’s ~~finance~~audit orcommittee ~~accounting,~~financial ~~requisite professional certification in accounting~~expert, orthe ~~other~~Board ~~comparable~~of ~~experience~~Directors oris ~~background that results~~ in the ~~individual’s~~process ~~financial sophistication. The board~~ of ~~directors~~identifying and ~~has~~appointing ~~determined~~a ~~that~~new ~~Mr. Brandon~~director ~~Miller~~who ~~qualifies~~will qualify as an “audit committee financial expert,” as defined under the rules and regulations of the SEC.

Compensation Committee

We have established a compensation committee of the Board of Directors. The members of our ~~Compensation~~compensation ~~Committee~~committee are MrDaniel M. McCabe, Mrand Terry W. ~~Miller~~ Proto, each of whom has been determined by our board of directors to be independent under the applicable rules of the Securities and MrExchange Commission and The Nasdaq Stock Market. ~~Protto.~~ Mr. McCabe serves as ~~chairman~~Chairman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief 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 officers;

	●	reviewing our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

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

	●	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.

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

Director Nominations

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at a future annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our memorandum and articles of association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers education, professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

We may not have a compensation committee in place prior to the completion of our initial business combination. Any executive compensation matters that arise prior to the time we have a compensation committee in place will be determined by our independent directors. None of our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of any other entity that has one or more executive officers serving on our board of directors. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other entity that has one or more executive officers serving on our compensation committee.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. ~~We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.]~~

Conflicts of Interest

●

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

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our directors and officers may continue to be involved in the formation of other special purpose acquisition companies in the future. Thus, our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

●

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

●

Unless we consummate our initial business combination, our officers, directors, and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

●

The founder shares beneficially owned by our officers and directors will be released from trust only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their founder shares or private units. Furthermore, our Sponsor, Black Hawk Management LLC, agreed that the private units will not be sold or transferred by it until we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to affect our initial business combination.

In general, officers and directors of a company incorporated under the laws of the Cayman Islands are required to present business opportunities to a company if:

●

the corporation could financially undertake the opportunity;

●

the opportunity is within the corporation’s line of business; and

●

it would not be fair to the corporation and its shareholders for the opportunity not to be brought to the attention of the

corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our Post-offering Memorandum and Articles provides that, to the maximum extent permitted by applicable law, our officers or directors shall have no duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as our company. In order to minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination and (2) up to 21 months from the date of this prospectus (or any other applicable deadline as described in this prospectus). This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity to which he has pre-existing fiduciary or contractual obligations, he will honor his fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will arise.

The following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers and directors:

Individual	Entity	Entity’s Business	Affiliation
Kent Louis Kaufman	Growth and Leadership CenterKorn Ferry InternationalBEEC Capital LLCSan Jose State University Foundation	Leadership ConsultingRecruiting and HR ConsultingManagement and ConsultingHigher Education	CEOExecutive CoachManaging DirectorIndustry Affiliate
Jonathan Ginsberg	BEEC Inc. BEEC Capital LLC NP Life Sciences Health Industry Group Inc. GW Health Consulting Management Bodhi Tree Biotechnology Inc.	Education and Technology Management and Consulting Education Management and Consulting Menu Design and Consulting	President Founding Member Director Director Director
Brandon Miller	Aspect Property Management LLCYotta Acquisition CorporationQuetta Acquisition Corporation	Real EstateSpecial Purpose Acquisition CompanySpecial Purpose Acquisition Company	PartnerIndependent Director and Audit Committee ChairIndependent Director and Audit Committee Chair
Daniel M. McCabe	Daniel M. McCabe, LLC1200 Summer Street AssociationYotta Acquisition CorporationQuetta Acquisition Corporation	Law FirmReal EstateSpecial Purpose Acquisition CompanySpecial Purpose Acquisition Company	PartnerManaging PartnerIndependent Director and Compensation Committee ChairIndependent Director and Compensation Committee Chair
Terry W. Protto	www.tempCEO.com	Business Consulting Services	Director

Accordingly, if any of the above officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to our Company from a financial point of view.

In the event that we submit our initial business combination to our public shareholders for a vote, our Sponsor, officers and directors have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any Founder Shares held by them (and their permitted transferees will agree) and any Public Shares purchased during or after the IPO in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 11. Executive Compensation.

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

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date hereof by:

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

	●	each of our officers and directors; and

	●	all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

The beneficial ownership of our Ordinary Shares is based on an aggregate of 84,~~929~~153,~~500~~577 Ordinary Shares issued and outstanding as of the date hereof.

Name and Address of Beneficial Owner(1)	Number of Ordinary SharesBeneficiallyOwned(1)(2)		Approximate Percentage of Outstanding BeneficialOwnership
Black Hawk Management LLC (our Sponsor)(3)(4)		1,960,500		21.96	%
Kent Louis Kaufman(4)		1,960,500		21.96	%
Brandon Miller		-		-	%
Daniel M. McCabe		-		-
Terry W. Protto		-		-
Jonathan Ginsberg		-		-
All current directors and executive officers as a group (6 persons)		-		21.96	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is ~~4125~~125 Blackhawk Plaza Circle, Suite 166, Danville, CA 94506.
(2)	Consists of 235,500 private shares and 1,725,000 founder shares.
(3)	Mr. Kent Louis Kaufman has voting and dispositive power over the shares owned by Black Hawk Management LLC.
(4)	It includes the shares owned by Black Hawk Management LLC, a Delaware limited liability company, which is controlled by Mr. Kent Louis Kaufman, our Chairman, Chief Executive Officer, Chief Financial Officer and Director.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

On October 16, 2023, the Company issued 17,250,000 shares of common stock, $0.0001 per share to the Sponsor, the founder shares, for an aggregated consideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. In addition, 258,750 of such founder shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.

On March 22, 2024, the Company consummated its initial public offering (the “IPO”) of 6,900,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one-fifth (1/5) of one right to receive one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $69,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,035,000 units to cover over-allotments, if any.

On May 13, 2024 the Company announced that holders of the Company’s units could elect to separately trade the ordinary shares and rights included in its units. The ordinary shares and rights are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “BKHA” and “BKHAR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “BKHAU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Co., in order to separate the holders’ Units into ordinary shares and rights.

As more fully discussed in “Item 10. Directors, Executive Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We entered into an Administrative Services Agreement with our Sponsor pursuant to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 15 months (or up to 18 or 21 months, as applicable from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), an affiliate of our sponsor will be paid a total of $210,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

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Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Pursuant to our amended and restated memorandum and articles of association, we may extend the period of time to consummate a business combination up to three times, each by an additional three months (for a total of up to 18 or 21 months to complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. In order to extend the time available for us to consummate our initial business combination, our sponsor or its affiliates or designees, upon ten days advance notice prior to the applicable deadline, must deposit into the trust account $690,000, or up to $793,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) on or prior to the date of the applicable deadline, for each three month extension (or up to an aggregate of $1,380,000 (or $1,587,000 if the underwriters’ over-allotment option is exercised in full). Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, 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 taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to liquidate and dissolve. We expect the pro rata redemption price to be approximately $10.05 per Class A ordinary share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect to the founder shares, representative shares, private placement units, and units that may be issued on conversion of working capital loans (and in each case holders of their component securities, as applicable).

Related Party Policy

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

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In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee charter that we have adopted prior to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus is a part. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

	●	Repayment of up to an aggregate of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

	●	Payment to an affiliate of our sponsor of $10,000 per month, for up to 15 months (or up to 21 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), for office space, utilities and secretarial and administrative support; and

	●	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Director Independence

~~The~~Following ~~Nasdaq~~the ~~listing~~death ~~standards~~of ~~require~~Brandon ~~that~~Miller, ~~a majority of~~ our Board currently consists of ~~Directors~~two bedirectors, ~~independent~~Daniel M. AnMcCabe ~~“independent~~and ~~director”~~Terry isW. ~~defined generally as a person who has no material relationship with the listed company (either directly or as a partner~~Protto, ~~shareholder~~each ~~or officer~~ of anwhom ~~organization that~~ has abeen ~~relationship with the company). Our board has~~ determined ~~that~~by ~~each~~our ofBoard ~~Brandon~~to ~~Miller,~~be ~~Daniel M. McCabe and Terry W. Protto is an~~ independent ~~director~~ under applicable SEC and Nasdaq rules. Our independent directors ~~will~~hold ~~have~~ regularly scheduled meetings at which only independent directors are present.

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Item 14. Principal Accounting Fees and Services.

MaloneBailey, LLP, or “MB”, acts as our independent registered public accounting firm. The following is a summary of fees paid to MB for services rendered.

Audit Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by MB in connection with regulatory filings. The aggregate fees of MB for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC totaled $~~110~~129,~~000~~ 780 and $47110,~~500~~000 for the ~~year~~years ended November 30, ~~2024~~2025 and ~~for the period from September 29~~2024, ~~2023~~ ~~(inception) through November 30, 2023~~respectively. The above amounts include interim procedures and audit fees.

Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay MB for any audit-related fees for the ~~year~~years ended November 30, ~~2024~~2025 and ~~for the period from September 29, 2023 (inception) through November 30, 2023~~2024.

Tax Fees. We did not pay MB for tax return services, planning and tax advice for the ~~year~~years ended November 30, ~~2024~~2025 and ~~for the period from September 29, 2023 (inception) through November 30, 2023~~2024.

All Other Fees. We did not pay MB for any other services for the ~~year~~years ended November 30, ~~2024~~2025 and ~~for the period from September 29, 2023 (inception) through November 30, 2023~~2024.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

1. The following documents are filed as part of this Annual Report:

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

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

Item 16. Form 10-K Summary.

None.

EXHIBIT INDEX

Exhibit No.		Description
3.1*		Second Amended and Restated Memorandum and Articles of Association
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Shares Certificate
4.3**		Specimen Rights Certificate
4.4*		Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
5.1***		Opinion of Celine and Partners, P.L.L.C.
5.2***		Opinion of Ogier
10.1*		Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors
10.2*		Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
10.3*		Registration Rights Agreement by and between the Registrant and Insiders
10.4*		Form of Indemnity Agreement
10.5*		Subscription Agreement, as amended, between the Registrant and Black Hawk Management LLC
10.6***		Administrative Services Agreement
14.1***		Code of Ethics
31.1****		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2****		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1***		Audit Committee Charter
99.2***		Compensation Committee Charter

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 26, 2024.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 26, 2024.
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on February 5, 2024
****	Filed herewith

4445

SIGNATURES

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

	Black Hawk Acquisition Corporation

	By:	/s/ Kent Louis Kaufman
	Name:	Mr. Kent Louis Kaufman
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer and Principal Accounting and Financial Officer)

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

Signature	Title	Date
/s/ Kent Louis Kaufman	Chief Executive Officer and Chairman	~~February~~March 76, ~~2025~~2026
Mr. Kent Louis Kaufman	(Principal Executive Officer and Principal Accounting and Financial Officer)

4546

INDEX TO FINANCIAL STATEMENTS

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

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Black Hawk Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Black Hawk Acquisition Corporation and its subsidiary (collectively, the “Company”) as of November 30, ~~2024~~ 2025 and ~~2023~~2024, and the related consolidated statements of operations, ~~stockholders~~ changes in shareholders’ equity (deficit), and cash flows for the years ~~year~~then ended ~~November 30~~, ~~2024~~ and ~~for~~ the ~~period from September 28, 2023 (inception) through November 30, 2023, and the~~ related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial ~~position~~positions of the Company as of November 30, ~~2024~~2025 and ~~2023,~~ 2024 and the results of ~~its~~their operations and ~~its~~their cash flows for the ~~year~~years ~~ended~~then ~~November 30~~ended, ~~2024 and for the period from September 28, 2023 (inception) through November 30, 2023,~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As ~~discussed~~more fully described in Note 1 to the financial statements, the Company ~~has~~currently ~~suffered recurring~~lacks ~~losses~~the ~~from~~liquidity it needs to sustain operations for a reasonable period of time and ~~has~~the Company’s business plan is dependent on the completion of a ~~net~~business ~~capital~~combination ~~deficiency~~within ~~that~~a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating which raises substantial doubt about its ability to continue as a going concern. Management'’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company'’s auditor since 2023.

Houston, Texas

~~February 7~~March 6, ~~2025~~2026

F-2

BLACK HAWK ACQUISITION ~~CORPORATIONBALANCE~~CORPORATION CONSOLIDATED BALANCE SHEETS

	November 30,
	2024			2023
	2025			2024
Assets:
Current Assets
Cash	$	~~264~~39,~~842~~521		$	~~125~~264,~~100~~842
Due from related party		-			30,900
Prepaid expenses		11,269			49,229
Prepaid expenses		49,229			-
Total Current Assets		50,790			314,071
Total Current Assets		314,071			156,000
Investments held in Trust Account		23,827,149			71,829,264
Deferred offering costs		-			107,000
Total Assets	$	23,877,939		$	72,143,335
Investments held in Trust Account		71,829,264			-
Liabilities, Shares Subject to Redemption and Shareholders’ Deficit
Total Assets	$	72,143,335		$	263,000
Liabilities, Shares Subject to Redemption and Shareholders’ Equity (Deficit)
Current Liabilities
Accrued offering costs and expenses	$	70,978		$	6,853
Due to target company	$	575,000		$	-
Promissory note – related party		-			250,000
Accrued offering costs and expenses		296,410			70,978
Total Current Liabilities		70,978			256,853
Accrued interest expenses		15,454			-
Deferred underwriting fee payable		2,415,000			-
Convertible notes – related party		595,369			-
Total Liabilities		2,485,978			256,853
Total Current Liabilities		1,482,233			70,978
Deferred underwriting fee payable		2,415,000			2,415,000
Total Liabilities		3,897,233			2,485,978
Commitments and Contingencies – see Note 6
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 6,900,000 shares and 0 share issued and outstanding at redemption value of $10.41 and $0.00 as of November 30, 2024 and 2023, respectively		71,829,264			-
Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 6,900,000 shares and 6,900,000 share issued and outstanding at redemption value of $11.22 and $10.41 as of November 30, 2025 and 2024, respectively		23,827,149			71,829,264
Shareholders’ Equity (Deficit)
Shareholders’ Deficit
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 2,029,500 shares and 0 share issued and outstanding as of November 30, 2024 and 2023, respectively		203			-
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 2,029,500 shares issued and outstanding		203			203
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 share and 1,725,000 shares issued and outstanding as of November 30, 2024 and 2023, respectively		-			172
Additional paid-in capital		4,538			-
Additional paid-in capital		-			24,828
Accumulated deficit		(3,851,184	)		(2,172,110	)
Accumulated deficit		(2,172,110	)		(18,853	)
Total Shareholders’ Deficit		(3,846,443	)		(2,171,907	)
Total Shareholders’ Equity (Deficit)		(2,171,907	)		6,147
Total Liabilities and Shareholders’ Deficit	$	23,877,939		$	72,143,335
Total Liabilities and Shareholders’ Equity (Deficit)	$	72,143,335		$	263,000

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

F-3

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year EndedNovember 30,2024			For the Period From September 28, 2023 (Inception) Through November 30,2023
	For the Year Ended November 30,			For the Year Ended November 30,
General and administrative expenses	$	492,131		$	18,853
	2025			2024
Related party administrative fees		83,945			-
General and administrative expenses	$	795,510		$	492,131
Loss from Operations		(576,076	)		(18,853	)
Related party administrative fees		120,000			83,945
Other income:
Loss from Operations		(915,510	)		(576,076	)
Interest income		7,515			-
Other income (expense):
Interest earned on marketable securities held in Trust Account		2,484,264			-
Interest income		1,798			7,515
Total other income		2,491,779			-
Interest earned on investments held in Trust Account		2,258,631			2,484,264
Net income (loss)	$	1,915,703		$	(18,853	)
Interest expense		(15,454	)		-
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		4,769,672			-
Change in fair value of derivative liability		92			-
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.29		$	-
Total other income, net		2,245,067			2,491,779
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		1,935,488			1,725,000
Net income	$	1,329,557		$	1,915,703
Basic and diluted net income per share, non-redeemable Class A and Class B ordinary shares	$	0.29		$	(0.01	)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		5,002,716			4,769,672
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.19		$	0.29
Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares		2,029,500			1,935,488
Basic and diluted net income per share, non-redeemable Class A ordinary shares	$	0.19		$	0.29

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

F-4

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the Year Ended November 30, 2025


	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – November 30, 2024		2,029,500	$	203		-	$	-	$	-	$	(2,172,110	)	$	(2,171,907	)
Remeasurement of common stock subject to possible redemption		-		-		-		-		-		(3,008,631	)		(3,008,631	)
Reclassification of derivative loss to APIC		-		-		-		-		4,538		-			4,538
Net income		-		-		-		-		-		1,329,557			1,329,557
Balance – November 30, 2025		2,029,500	$	203		-	$	-	$	4,538	$	(3,851,184	)	$	(3,846,443	)

For the Year Ended November 30, 2024

	Ordinary Shares						~~Ordinary Shares~~						Additional						~~Additional~~Total Shareholders’						~~Total~~
	Class A						Class AB						~~Class B~~Paid-in			Accumulated			~~Paid-in~~Equity			~~Accumulated~~			~~Shareholders’~~
	Shares			Amount			Shares			Amount			~~Shares~~Capital			~~Amount~~Deficit			~~Capital~~(Deficit)			~~Deficit~~			~~Deficit~~
Balance – November 30, 2023		-		$	~~172~~-			-1,725,000		$	-172		$	124,~~725,000~~828		$	~~172~~(18,853	)	$	246,~~828~~147		$	~~(18,853~~	)	$	~~6,147~~
Proceeds from sale of IPO Units		6,900,000			690			~~6,900,000~~-			~~690~~-			-68,999,310			-			6869,~~999~~000,~~310~~000			-			~~69,000,000~~
Proceeds from sale of Private Placement Units		235,500			24			~~235,500~~-			24-			-2,354,976			-			2,~~354~~355,~~976~~000			-			~~2,355,000~~
Issuance of representative shares		69,000			7			~~69,000~~-			7-			-689,993			-			~~689~~690,~~993~~000			-			~~690,000~~
Common stock subject to possible redemption		(6,900,000	)		(690	)		~~(6,900,000~~-	)		~~(690~~-	)		-(69,344,310	)		-			(69,~~344~~345,~~310~~000	)		-			~~(69,345,000~~	)
Conversion of Class B to Class A ordinary shares		1,725,000			172			(1,725,000	)		(172	)		~~(1,725,000~~-	)		~~(172~~-	)		-			-			-
Underwriter commissions		-			-			-			-			-(3,795,000	)		-			(3,795,000	)		-			~~(3,795,000~~	)
Offering costs		-			-			-			-			-(679,743	)		-165,250			(~~679~~514,~~743~~493	)		~~165,250~~			~~(514,493~~	)
Accretion of additional paid in capital to accumulated deficit		-			-			-			-			-1,749,946			-(1,749,946	)		~~1,749,946~~-			~~(1,749,946~~	)		-
Remeasurement of common stock subject to possible redemption		-			-			-			-			-			-(2,484,264	)		-(2,484,264	)		~~(2,484,264~~	)		~~(2,484,264~~	)
Net income		-			-			-			-			-			-1,915,703			-1,915,703			~~1,915,703~~			~~1,915,703~~
Balance – November 30, 2024		-2,029,500		$	-203			~~2,029,500~~-		$	~~203~~-		$	-		$	-(2,172,110	)	$	-(2,171,907	)	$	~~(2,172,110~~	)	$	~~(2,171,907~~	)

~~For~~The ~~the~~accompanying ~~Period~~notes ~~From~~are ~~September 28,~~an ~~2023~~integral ~~(Inception)~~part ~~Through~~of ~~November 30,~~these ~~2023~~consolidated financial statements.

									Additional					Total
	Ordinary Shares								Paid-in		Accumulated			Shareholders’
	Shares		Amount						Capital		Deficit			Equity
Balance – September 28, 2023 (Inception)		-	$	-	-	-	-	-	$	-	$	-		$	-
Founder shares issued to Initial Shareholders		1,725,000		172	-	-	-	-		24,828		-			25,000
Net loss		-		-						-		(18,853	)		(18,853	)
Balance – November 30, 2023		1,725,000	$	172	-	-	-	172	$	24,828	$	(18,853	)	$	6,147

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

F-5

BLACK HAWK ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For theYear EndedNovember 30,2024			For thePeriod fromSeptember 28, 2023(inception) toNovember 30,2023
	For the Year Ended November 30, 2025			For the Year Ended November 30, 2024
Cash Flows from Operating Activities:
Net income (loss)	$	1,915,703		$	(18,853	)
Net income	$	1,329,557		$	1,915,703
Adjustment to reconcile net loss to net cash used in operating activities:
Adjustment to reconcile net income to net cash used in operating activities:
Operating cost paid by the Sponsor		-			8,900
Interest earned on investments held in Trust Account		(2,258,631	)		(2,484,264	)
Interest earned on marketable securities held in Trust Account		(2,484,264	)		-
Change in fair value of derivative liability		(92	)		-
Changes in operating assets and liabilities:
Prepaid expenses		~~(49~~37,~~229~~960	)		-(49,229	)
Accounts payable and accrued expenses		64,125			6,853
Accrued offering costs and expenses		240,885			64,125
Net Cash Used in Operating Activities		(~~553~~650,~~665~~321	)		(3553,~~100~~665	)
Cash Flows from Investing Activities:
Due from Sponsor- over payment of advance		-			(30,900	)
Purchase of investment held in Trust Account		-			(69,345,000	)
Purchase of investment held in Trust Account		(69,345,000	)		-
Cash deposited in Trust Account		(750,000	)		-
Net Cash Used in Investing Activities		(69,345,000	)		(30,900	)
Cash withdrawn from Trust to pay redeemed public shareholders		51,010,745			-
Net Cash Provided by (Used in) Investing Activities		50,260,745			(69,345,000	)
Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party		-600,000			~~250,000~~-
Proceeds from issuance of founder shares to the Initial Shareholders		-			25,000
Proceeds from due to target company		575,000			-
Proceeds from sale of public units		~~69,000,000~~-			-69,000,000
Proceeds from sale of private placement units		~~2,355,000~~-			-2,355,000
Proceeds from issuance of ordinary shares to underwriter		~~690,000~~-			-690,000
Proceeds from due from related party		~~30,900~~-			-30,900
Payment of underwriter compensation		~~(690,000~~-	)		-(690,000	)
Repayment of promissory note - related party		~~(250,000~~-	)		-(250,000	)
Payment to the Sponsor for offering costs		-			(115,900	)
Payment of offering costs		-			(1,097,493	)
Payment of offering costs		(1,097,493	)		-
Payment to redeemed public shareholders		(51,010,745	)		-
Net Cash Provided by Financing Activities		70,038,407			159,100
Net Cash (Used in) Provided by Financing Activities		(49,835,745	)		70,038,407
Net Change in Cash		~~139~~(225,~~742~~321	)		~~125~~139,~~100~~742
Cash, Beginning of Year		~~125~~264,~~100~~842			-125,100
Cash, End of Year	$	~~264~~39,~~842~~521		$	~~125~~264,~~100~~842
Supplemental Disclosure of Non-cash Financing Activities:
Conversion of Class B to Class A shares	$	172		$	-
Issuance of convertible note - recognition of derivative liability	$	4,630		$	-
Initial classification of common stock subject to possible redemption	$	69,345,000		$	-
Reclassification of Derivative Liability to APIC	$	4,538		$	-
Accretion of additional paid in capital to accumulated deficit	$	1,749,946		$	-
Conversion of Class B to Class A shares	$	-		$	172
Change in value of Class A common stock subject to possible redemption	$	2,484,264		$	-
Initial classification of common stock subject to possible redemption	$	-		$	69,345,000
Deferred offering cost paid by Sponsor	$	-		$	107,000
Accretion of additional paid in capital to accumulated deficit	$	-		$	1,749,946
Deferred underwriting fee payable	$	2,415,000		$	-
Remeasurement of common stock subject to possible redemption	$	3,008,631		$	2,484,264
Deferred underwriting fee payable	$	-		$	2,415,000

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

F-6

BLACK HAWK ACQUISITION CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Black Hawk Acquisition Corporation (the “Company”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on September 28, 2023. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of November 30, ~~2024~~2025, the Company had not commenced any operations. All activities through November 30, ~~2024~~2025 are related to the Company’s formation and the initial public offering (“IPO” as defined below), and subsequent to the IPO, identifying a target company for an initial business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected November 30 as its fiscal year end.

The Company’s sponsor is Black Hawk Management LLC (the “Sponsor”), a Delaware limited liability company.

The registration statement for the Company’s IPO became effective on March 20, 2024. On March 22, 2024, the Company consummated the IPO of 6,900,000 units (which does not include the exercise of the over-allotment option by the underwriters in the IPO) at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $69,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 235,500 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,355,000, which is described in Note 4.

Transaction costs amounted to $4,309,493, consisted of $690,000 cash underwriting, $2,415,000 deferred underwriting fees (payable only upon completion of a Business Combination), $690,000 issuance of representative shares and $514,493 other offering costs.

Upon the closing of the IPO and the private placement on March 22, 2024, a total of $69,345,000 was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. 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 Company’s public shareholders. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

F-7

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), Shares issued as underwriting commissions (see Note 6) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

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

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have 15 months (or up to 18 months or up to 21 months if it extends such period) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). If the Company anticipates that that it may not be able to consummate initial business combination within 15 months, the Company’s insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination two times by an additional three months each time (for a total of 21 months to complete a business combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $690,000 ($0.10 per Public Share) or an aggregate of $1,380,000, on or prior to the date of the applicable deadline.

F-8

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the other Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the other Initial Shareholders acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.05.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.05 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

On March 10, 2025, the Company entered into a non-binding letter of intent (the “LOI”) with a business combination target, Vesicor Therapeutics, Inc. (“Vesicor”), regarding a potential business combination (the “Transaction”). Vesicor is a California-based early development stage biotechnology corporation focused on the development of p53-based cancer therapeutics delivered via precision-engineered microvesicles.

On March 15, 2025, the Company and Vesicor executed a subsequent letter of intent with an exclusivity period extending until the last day of April 2025 (the “Exclusive LOI”). Pursuant to the LOI, Vesicor deposited two non-refundable deposits totaling $250,000 into the Company’s operating account to cover the costs related to Proposed Transaction.

On April 22, 2025, BH Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company and a Delaware corporation, was formed to be the surviving company after the merger in connection with a contemplated business combination. It has no principal operations or revenue producing activities.

F-9

Business Combination Agreement

On April 26, 2025, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among Vesicor and Merger Sub, of which Vesicor shall reincorporate into the State of Delaware so as to migrate to and domesticate as a Delaware corporation on the day that is one (1) Business Day prior to the Closing Date. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) the Company will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (ii) following the Domestication, Merger Sub will merge with Vesicor, resulting in Vesicor being the wholly owned subsidiary of the Company, who will continue to be the listed company on the Nasdaq Stock Market and change its name to Vesicor. At the effective time of the Proposed Transaction, Vesicor’s shareholders and management will receive the right to receive a number of shares of Black Hawk’s common stock equal to the consideration ratio as further specified in the Business Combination Agreement. The shares held by certain Vesicor’s shareholders will be subject to lock-up agreements for a period of six (6) months following the closing of the Proposed Transaction, subject to certain exceptions.

The Transaction values Vesicor at a pre-money equity value of $70 million. Existing Vesicor shareholders and management will not receive any cash proceeds as part of the transaction and will roll over 100% of their equity into the combined company.

The Transaction, which has been approved unanimously by the boards of directors of both Black Hawk and Vesicor, is subject to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of certain other customary closing conditions including the approval by Nasdaq of the listing application of the combined company. The completion of the Business Combination remains subject to the satisfaction or waiver of customary closing conditions, including the effectiveness of the Registration Statement on Form S-4 and Nasdaq listing approval. There can be no assurance as to the timing of the completion of the Business Combination or that it will be completed at all.

2025 Extraordinary General Meeting

The Company filed its definitive proxy statement on June 10, 2025, announcing its Extraordinary General Meeting would be held on June 20, 2025 to vote on three proposals: (i) a proposal by special resolution to amend the Second Amended and Restated Memorandum and Articles of Association to allow the Company to extend the deadline for the Combination Period by up to eighteen (18) one-month extensions, from June 22, 2025 (the “Termination Date”) to December 22, 2026, for a maximum of 36 months from the date of the Company’s initial public offering; (ii) a related proposal by special resolution to amend the Trust Agreement, dated March 20, 2024, by and between Black Hawk and Continental Stock Transfer & Trust Company, to allow for such one-month extensions, with each extension conditioned upon the deposit into the Trust Account of $0.03 per remaining public share (after redemptions) for each month extended;, and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the proposals.

On June 20, 2025, the Company held its Extraordinary General Meeting which, without conducting any business was adjourned. The Extraordinary General Meeting was adjourned again on June 23, 2025; June 27, 2025; July 1, 2025; and July 3, 2025 in order to solicit additional votes on the matters listed in the notice of Extraordinary General Meeting and the proxy statement, particularly the Trust Amendment Proposal (further described below).

Also on June 20, 2025, the Company filed a supplemental proxy statement revising the language of the Trust Amendment Proposal. Specifically, the original language referencing deposits of “up to $55,000 per one-month extension” was removed and replaced with a new structure. As revised, the proposal allows Black Hawk to extend the Termination Date up to eighteen (18) times, each for an additional one (1) month, from the current Termination Date to December 22, 2026, by depositing into the Trust Account $0.033 per remaining public share (after redemptions) for each monthly extension, in accordance with the Company’s Trust Agreement, dated March 20, 2024, with Continental Stock Transfer & Trust Company, as trustee.

F-10

On July 7, 2025, the Company filed a supplemental proxy statement further amending the Extension Proposal. The amendment revised the proposed termination date from June 22, 2025 to December 22, 2026, and modified the terms of the Trust Agreement Amendment Proposal. Under the revised terms, the Company may extend the deadline to consummate a business combination by up to eighteen (18) one-month periods, with each extension conditioned upon a deposit of $150,000 per month into the Trust Account, in accordance with the Investment Management Trust Agreement, dated March 20, 2024, between the Company and Continental Stock Transfer & Trust Company.

The Company held its Extraordinary General Meeting on July 8, 2025, at which shareholders approved the Extension Proposal and related amendments to Black Hawk’s governing documents and Trust Agreement. As a result, Black Hawk now has the ability to extend the business combination deadline monthly through December 22, 2026, subject to making the required $150,000 monthly deposits into the Trust Account.

In connection with the Extraordinary General Meeting, holders of 4,775,923 public ordinary shares exercised their redemption rights, resulting in a total payment of approximately $51.0 million (at approximately $10.68 per share) from the Trust Account. Following the redemptions, approximately $22.7 million remains in the Trust Account, and 2,124,077 public ordinary shares remain issued and outstanding.

Extension Payment

In connection with the Extension, the Sponsor agreed to make Extension Payment following the approval and implementation of the Extension. Beginning on June 22, 2025 until December 22, 2026, Black Hawk may elect to extend the date by which Black Hawk has to consummate a business combination month-by-month each time for a total of up to eighteen times by depositing $150,000 for each such one-month extension into Black Hawk’s Trust Account. On July 15, 2025, Black Hawk exercised its first extension by depositing $150,000 into the Trust Account to extend the deadline to complete the Business Combination from June 22, 2025 to July 22, 2025. The Company has exercised monthly extensions beginning June 22, 2025 by depositing $150,000 into the Trust Account for each applicable extension period. As discussed above, certain extension payments due in December 2025 and January 2026 were funded after their respective due dates. As of the issuance date of these financial statements, the Company is current with respect to its extension payments.

Going Concern Consideration

As of November 30, ~~2024~~2025, the Company had $~~264~~39,~~842~~521 in cash and working capital deficit of $~~243~~1,~~093~~431,443. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $250,000 (see Note 5).

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

F-9

Risks and Uncertainties

AsVarious asocial ~~result~~and ofpolitical ~~the~~circumstances ~~military action commenced~~ in ~~February 2022 by~~ the ~~Russian~~U.S. ~~Federation~~ and ~~Belarus~~around in the ~~country~~world of(including ~~Ukraine~~rising ~~and~~trade ~~related~~tensions ~~economic~~between ~~sanctions~~the asU.S. ~~well~~and asChina, ~~the~~and ~~impact~~other ofuncertainties ~~armed~~regarding ~~conflict~~actual ~~in Israel~~ and ~~the~~potential ~~Gaza~~shifts ~~Strip commenced~~ in ~~October 2023,~~ the ~~Company’s~~U.S. ~~ability~~and toforeign, ~~consummate a Business Combination~~trade, oreconomic ~~the~~and ~~operations~~other ofpolicies ~~a target business~~ with ~~which~~other ~~the Company ultimately consummates a Business Combination~~countries), may becontribute ~~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, orand ~~decreased~~economic ~~market~~uncertainties ~~liquidity~~or deterioration in ~~third-party financing being unavailable on terms acceptable to~~ the ~~Company or at all~~U.S. ~~The impact of this action~~ and ~~related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable~~worldwide. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

F-11

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

Note 2 — Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Basis of Presentation

The accompanying audited financial statements are presented in U.S. Dollars and in conformity the U.S. GAAP and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by the U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. They should be read in conjunction with the Company’s ~~Current~~Annual Report on Form 810-K, as filed with the SEC on ~~March 26~~February 7, ~~2024~~2025.

Emerging Growth Company

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

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

F-1012

Use of Estimates

In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes 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 expenses during the reporting period.

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $~~264~~39,~~842~~521 and $~~125~~264,~~100~~842 in cash and none in cash equivalents as of November 30, ~~2024~~2025 and ~~2023~~2024, respectively.

~~Investment~~Investments Held in Trust Account

As of November 30, ~~2024~~2025 and ~~2023~~2024, the Company had $23,827,149 and $71,829,264 ~~and none~~ in investment held in the Trust Account comprised of money market funds that invest in U.S. government securities, respectively.

Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of investments held in the Trust Account is determined using available market information.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,309,493 consisting principally of $3,795,000 underwriting fees $514,493 legal and other expenses that are directly related to the IPO and charged to shareholders’ equity upon the completion of the IPO.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There was no unrecognized tax benefits, and no amounts accrued for interest and penalties as of November 30, ~~2024~~2025. 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 income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements.

F-1113

Net Income (Loss) Per Ordinary Share

The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income per ordinary is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders. As of November 30, ~~2024~~2025 and ~~2023~~2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the periods presented.

Schedule of basic income (loss) per share
	For the Year EndedNovember 30,2024				For the Period from September 28, 2023 (inception) toNovember 30,2023
	Redeemableshares		Non-redeemableshares		Redeemableshares		Non-redeemableshares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	1,362,723	$	552,980	$	-	$	(18,853	)
Denominator:
Basic and diluted weighted average shares outstanding		4,769,672		1,935,488		-		1,725,000
Basic and diluted net income (loss) per ordinary share	$	0.29	$	0.29	$	-	$	(0.01	)

The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the (i) IPO, and (ii) the private placement, since the issuance of the shares included in the rights is contingent upon the occurrence of future events. The rights entitle the holder to receive one-fifth of one ordinary share representing a total of 1,427,100 ordinary shares.


	For the Year Ended November 30, 2025				For the Year Ended November 30, 2024
	Redeemable shares		Non- redeemable shares		Redeemable shares		Non- redeemable shares
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	945,846	$	383,711	$	1,362,723	$	552,980

Denominator:
Basic and diluted weighted average shares outstanding		5,002,716		2,029,500		4,769,672		1,935,488
Basic and diluted net income per ordinary share	$	0.19	$	0.19	$	0.29	$	0.29

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account as of November 30, ~~2024~~2025 and ~~2023~~2024.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Related Party

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

F-14

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. If it is probable that the equity instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. ~~The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).~~

~~F-12~~Convertible Promissory Notes and Derivative Liabilities

The Company accounts for convertible promissory notes under ASC 470 “Debt” and evaluates embedded features under ASC 815 “Derivatives and Hedging”. Sponsor or affiliate loans may be converted into ordinary shares upon completion of a Business Combination.

If the conversion option has a fixed conversion price and meets the “own-equity” scope exception in ASC 815-40, the note is accounted for as a single debt instrument. If the conversion price is variable or indexed to the target company’s equity, the conversion feature is bifurcated and recorded as a derivative liability, initially measured and subsequently remeasured at fair value each reporting period, with changes recognized in earnings. The debt host is recorded at the residual amount and amortized to face value using the effective interest method. Convertible notes and derivative liabilities are classified as current liabilities if settlement or conversion is expected within one year. Fair value is estimated using the Black-Scholes, Binomial, or Monte Carlo models and is categorized as Level 3 under ASC 820.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements 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 is currently evaluating the impact of adopting ASU 2023-07.

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

Note 3 — Initial Public Offering

On March 22, 2024, the Company sold 6,900,000 Units at a price of $10.00 per Unit generating gross proceeds of $69,000,000. Each Unit consists of one Class A ordinary share and one-fifth (1/5) of one right (“Public Right”). Each Public Right will convert into one Class A ordinary share upon the consummation of a Business Combination.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 235,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,355,000 in a private placement. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. Each Private Unit will consist of one Class A ordinary share (“Private Share”) and one-fifth (1/5) of one right (“Private Right”). Each Private Right will convert into one Class A ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

F-15

Note 5 — Related Party Transactions

Founder Shares

On October 16, 2023, the Company issued 17,250,000 shares of Class B ordinary shares, $0.0001 per share to the Sponsor (“Founder Shares”), for an aggregated consideration of $25,000, or approximately $0.0145 per share. On November 13, 2023, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the 17,250,000 shares of common stock were converted to 1,725,000 Class B ordinary shares. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. As of November 30, ~~2024~~2025 and November 30, ~~2023~~2024, there were 1,725,000 Founder Shares issued and outstanding.

The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Company’s initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. Notwithstanding the foregoing, the converted shares of our Class A ordinary shares will be released from the lock-up if (1) the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination or (2) if the Company complete a transaction after the initial business combination which results in all of the shareholders having the right to exchange their shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination. However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares or the private placement units (or any shares of ordinary shares thereunder) shall be permitted to participate.

F-13

Due from Related Party

The Company reimbursed the Sponsor for its payment of $30,900 professional fees to a service provider which is no longer engaged by the Company. The amount was unsecured, interest-free and due on demand, which was offset with the repayment of the Promissory Note on March 25, 2024. As of November 30, ~~2024~~2025 and ~~2023~~2024, the Company had ano ~~total~~amount due from related party ~~of $0 and $30,900, respectively~~.

Promissory Note — Related Party

On October 16, 2023, the Sponsor agreed to loan the Company up to an aggregate amount of $250,000 to be used, in part, for transaction costs incurred in connection with the Proposed Public Offering (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the earlier of: (i) September 30, 2024 or (ii) the date on which the Company closes the IPO. The entire loan amount was repaid by the Company on March 25, 2024. ~~There~~The ~~was~~Company $0had ~~and~~no ~~$250,000~~borrowings ~~outstanding~~ under the Promissory Note as of November 30, ~~2024~~2025 and ~~2023, respectively~~2024.

Convertible Notes — Related Party

On June 13, 2025 and September 23, 2025, the Company issued convertible promissory notes to the Sponsor (the “June Note” and the “September Note,” and collectively, the “Convertible Notes”), each permitting borrowings of up to $350,000. As of November 30, 2025, the Company had drawn $350,000 under the June Note and $250,000 under the September Note.

F-16

The June Note bears interest at 6% per annum and the September Note bears interest at 10% per annum. The Convertible Notes are unsecured and mature on the earlier of (i) the consummation of a business combination or (ii) the Company’s liquidation date, as approved by stockholders. Upon consummation of a business combination, the Sponsor may elect to convert any unpaid principal and accrued interest into ordinary shares of the Company.

The conversion price was defined as the most favorable price per share, conversion rate, or valuation assigned to any equity securities issued by the target company in connection with the DeSPAC transaction to any third party during the thirty-six (36) months preceding conversion. Because the conversion price was variable and based on the valuation of equity securities issued by the target company, the embedded conversion feature did not qualify for the equity scope exception under ASC 815-40. Accordingly, the conversion feature was bifurcated and recorded as a derivative liability at fair value, with changes in fair value recognized in earnings.

On September 30, 2025, the Convertible Notes were modified such that the conversion feature became convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. Following the modification, the conversion option met the equity scope exception under ASC 815-40, and the Convertible Notes were accounted for as debt with no further fair value remeasurement.

Upon the modification of the Convertible Notes on September 30, 2025, the conversion feature was revised such that it met the equity scope exception under ASC 815-40. As a result, the embedded derivative no longer required separate liability classification. The carrying amount of the derivative liability as of the modification date was reclassified to additional paid-in capital.

For the year ended November 30, 2025, the Company recognized changes in fair value of the derivative liability through the date of modification. As of November 30, 2025, there was no derivative liability outstanding.

As of November 30, 2025, the outstanding principal balance under the Convertible Notes was $595,369, including unamortized discount of $4,538 and accrued interest of $15,454. There was no convertible note outstanding as of November 30, 2024.

June Convertible Note

At issuance, the Company recorded a debt discount of $3,244, representing the fair value of the embedded conversion option.

At September 30, 2025, the derivative liability was measured at $3,177, compared to $3,244 at issuance, resulting in a derivative gain of $67 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $9,838 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated at the as converted value at September 30, 2025 and initial measurement date of June 13, 2025 to be $3,177 and $3,244, respectively. The binomial tree model was used based on the following key assumptions:


	At Issuance – June 13, 2025			At September 30, 2025
Strike Price	$	1.88		$	1.88
Stock Price	$	1.88		$	1.88
Time to maturity (in year)		0.53			0.50
Business combination success rate		32.14	%		32.79	%
Expected Volatility		5.7	%		6.1	%
Expected dividend yield		0	%		0	%
Risk-free rate		4.02	%		3.68	%

F-17

The following table presents the changes in the fair value of the Level 3 Derivative liability - Convertible Note conversion option:


Fair value as of November 30, 2024	$	-
Initial recognition at issuance (June 13, 2025)		3,244
Change in valuation recognized in earnings		(67	)
Fair value as of September 30, 2025	$	3,177

September Convertible Note

At issuance, the Company recorded a debt discount of $1,387, representing the fair value of the embedded conversion option related to the $150,000 funded principal amount.

At September 30, 2025, the derivative liability was measured at $1,361, compared to $1,386 at issuance, resulting in a non-cash gain of $25 recognized in “Change in fair value of derivative liability.” Interest expense of approximately $5,616 was incurred and accrued for the year ended November 30, 2025.

The fair value of the conversion feature was estimated at the as converted value at September 30, 2025 and initial measurement date of September 23, 2025 to be $1,361 and $1,386, respectively. The binomial tree model was used based on the following key assumptions:


	At Issuance – September 23, 2025			At September 30, 2025
Strike Price	$	1.88		$	1.88
Stock Price	$	1.88		$	1.88
Time to maturity (in year)		0.52			0.50
Business combination success rate		32.79	%		32.79	%
Expected Volatility		6.1	%		6.1	%
Expected dividend yield		0	%		0	%
Risk-free rate		3.61	%		3.68	%

The following table presents the changes in the fair value of the Level 3 Derivative liability - Convertible Note conversion option:


Fair value as of November 30, 2024	$	-
Initial recognition at issuance (September 23, 2025)		1,386
Change in valuation recognized in earnings		(25	)
Fair value as of September 30, 2025	$	1,361

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Shareholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Certain amount of such loans may be converted into private at $10.00 per share at the option of the lender. As of November 30, ~~2024~~2025 and ~~2023,~~ the Company had no borrowings under the working capital loans.

F-18

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on December 4, 2023, commencing on the effective date of the registration statement of IPO through the later of the Company’s consummation of a Business Combination or 21 months from such effective date, to pay the Sponsor a total of $10,000 per month for office space and administrative and support services. The Company incurred and paid to the Sponsor $83120,~~945~~000 and $083,945 for the year ended November 30, ~~2024~~2025 and ~~the period from September 28~~2024, ~~2023 (inception) to November 30, 2023,~~ respectively.; ~~The~~no ~~entire~~ amount ~~of $83,945~~ was ~~paid~~outstanding ~~to the Sponsor,~~ as ~~such, there was no amount due to the Sponsor as~~ of November 30, 2025 and 2024.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares issued and outstanding on the date of this prospectus, as well as the holders of the private units and any shares of the Company’s insiders, officers, directors or their affiliates may be issued in payment of working capital loans and extension loans made to the Company (and any shares of ordinary shares issuable upon conversion of the underlying the private rights), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the registration statement. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from trust. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-14

Right of First Refusal

The Company has granted EF Hutton for a period of 18 months after the date of the consummation of the Company’s Business Combination, an irrevocable right of first refusal to act as lead left book-running managing underwriter or lead left placement agent with at least 50% of the economics; or, in the case of a three-handed deal, 40% of the economics, for any and all future public and private equity, convertible and debt offerings.

Underwriting Agreement

The Company granted EF Hutton, the representative of the underwriters, a 45-day option from March 22, 2024, to purchase up to 1,035,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. The value of the over-allotment option was estimated to be $93,150 as of March 22, 2024. The underwriters did not excise the over-allotment option, as such, there was no liability accrued on the balance sheet as of November 30, ~~2024~~2025.

The underwriters were paid a cash underwriting discount of 1.0% of the gross proceeds of the IPO or $690,000. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO or $2,415,000 will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Additionally, the Company issued the underwriters 69,000 shares of Class A ordinary shares for the representative shares, at the closing of the IPO as part of representative compensation on March 22, 2024.

F-19

Note 7 — Shareholders’ Deficit

Ordinary Shares — The Company is authorized to issue up to 450,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of Class A ordinary shares and holders of Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law; provided that, prior to the initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of the Class B ordinary shares may remove a member of the board of directors. With respect to any other matter submitted to a vote of the Company’s shareholders, including any vote in connection with the initial Business Combination, except as required by law or the Company’s articles of association, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class. The Class B ordinary shares held by the Sponsor may convert into Class A ordinary shares at any time at their option, but will automatically convert into Class A ordinary shares upon the completion of the initial Business Combination on a one-for-one basis, subject to adjustments. On March 18, 2024, the Company elected to convert 1,725,000 Class B ordinary shares into 1,725,000 Class A ordinary shares upon the closing of IPO. On March 20, 2024, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 1,983,750 Class B ordinary shares, $0.0126 par value per ordinary share. As of November 30, ~~2024~~2025 and ~~2023~~2024, there were 2,029,500 Class A non-redeemable ordinary shares issued and outstanding (excluding 2,124,077 and 6,900,000 ~~and 0~~ Class A ordinary shares subject to redemption, ~~respectively)~~as ~~and~~of 1November 30,~~725,000~~ ~~Class~~2025 ~~B ordinary shares issued~~ and ~~outstanding~~November 30, 2024, respectively).

Rights — Each holder of a right will receive one share of Class A Ordinary Share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right will be required to affirmatively covert its rights in order to receive one share underlying each right (without paying additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company).

F-15

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights.

Note 8 — ~~Fair~~Due ~~Value~~to ~~Measurements~~Target Company

In connection with the Extension, the Vesicor agreed to contribute half the Extension Payment. For the year ended November 2025 and 2024, Vesicor contributed $575,000 and $0, respectively. The amount provided is interest free and will be reimbursed by the surviving company’s common stock upon closing of the business combination. The loan can be converted at $9.40 per share. If, 180 days after closing, the company’s common stock is trading at $5.00 or lower, the reimbursement rate will increase to $5.00 per share, with additional ordinary shares issued to compensate the Target for the monetary value paid.

F-20

Note 9 — Fair Value Measurements

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

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of November 30, 2025 and 2024, and ~~indicates~~indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Schedule of Assets measured at fair value on a recurring basis

November 30,2024

QuotedPrices inActive Markets(Level 1)

SignificantOtherObservableInputs(Level 2)

SignificantOtherUnobservableInputs(Level 3)

November 30,2025

QuotedPrices inActive Markets(Level 1)

SignificantOtherObservableInputs(Level 2)

SignificantOtherUnobservableInputs(Level 3)

Assets

Investments held in Trust Account

7123,~~829~~827,~~264~~149

Note 9 — Subsequent Events


	November 30, 2024		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	$	71,829,264	$	71,829,264		-		-

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review as further disclosed in the footnotes, management did not identify any material subsequent event requiring disclosure in the financial statement.F-21

~~F-16~~Note 10 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

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

The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Schedule of segment information
	For the Year Ended November 30,
	2025		2024
General and administrative expenses	$	795,510	$	492,131
Interest earned on investments held in Trust Account	$	2,258,631	$	2,484,264

The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up the date that the financial statement was issued. Based on the review as further disclosed in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements.

In December 2025, the Company drew the remaining balance of the September Convertible Note, totaling $100,000.

Between December 2025 and February 28, 2026, Vesicor contributed a total of $350,000 as extension fees.

On February 12, 2026, the Company issued a convertible note to the Sponsor in the amount of up to $300,000 to be used for working capital and extension fee purposes (“February 2026 Convertible Note”). The February 2026 Convertible Note is unsecured with a 10% annual interest rate commencing on February 12, 2025, and continuing for a period of one year. It is due on the earlier of the date on which the Company consummates a business combination, or the liquidation date as may be approved by the Company’s stockholders. The February 2026 Convertible Note is convertible solely into the Company’s own ordinary shares at a fixed conversion price of $1.00 per share, which represents one-tenth (1/10) of the Company’s $10.00 initial public offering price per unit. As of February 28, 2026, the February 2026 Convertible Note was fully drawn.

In connection with the Extension, the Company was required to deposit $150,000 into the Trust Account for each one-month extension of the Combination Period. The extension payments due on December 22, 2025, January 22, 2026, and February 22, 2026 were funded after their respective due dates. As of the issuance date of these financial statements, the Company has funded the required extension payments and is current under its amended and restated memorandum and articles of association.

F-22

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