{"url_path":"/sec/bmok/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2071607/0001493152-26-022949-index.html","accession_number":"0001493152-26-022949","cik":"0002071607","ticker":"BMOK","issuer_name":"BM Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2071607/0001493152-26-022949-index.html","primary_entity_key":"0002071607","primary_entity_name":"BM Acquisition 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STATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n**FORM\n10-Q**\n\n \n\n(Mark\nOne)\n\n \n\n☒\nQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor\nthe quarterly period ended **March 31, 2026**\n\n \n\n☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor\nthe transition period from ______ to _______\n\n \n\nCommission\nFile No. **333-288106**\n\n \n\n**BM\nAcquisition Corp.**\n\n(Exact\nname of registrant as specified in its charter)\n\n \n\n**Cayman Islands**\n \n**N/A\n00-0000000**\n\n(State or other jurisdiction\n\nof incorporation or organization)\n \n(IRS Employer\n\nIdentification No.)\n\n \n \n \n\n**Lot 680, Jalan Batu 1\n1/2, Jalan Bangi**\n \n \n\n**43500 Semenyih Selangor,\nMalaysia**\n \n**N/A**\n\n(Address of principal executive\noffices)\n \n(Zip Code)\n\n \n\n**+60\n1731-69719**\n\n(Registrant’s\ntelephone number, including area code)\n\n \n\n**Securities\nregistered pursuant to Section 12(b) of the Act: N/A**\n\n \n\nIndicate\nby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)\nhas been subject to such filing requirements for the past 90 days. Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge\naccelerated filer\n☐\nAccelerated\nfiler\n☐\n\nNon-accelerated\nfiler\n☒\nSmaller\nreporting company\n☒\n\n \n \nEmerging\ngrowth company\n☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate\nby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐\n\n \n\nApplicable\nOnly to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A\n\n \n\nIndicate\nby check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities\nExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐\n\n \n\nApplicable\nOnly to Corporate Registrants\n\n \n\nIndicate\nthe number of shares outstanding of each of the issuer’s classes of ordinary shares, as of the latest practicable date: 1,724,999\nClass A ordinary shares and 1 Class B ordinary share as of May 14, 2026.\n\n \n\n \n\n \n\n \n\n \n\n \n\n**BM\nACQUISITION CORP.**\n\n**INDEX\nTO AUDITED FINANCIAL STATEMENTS**\n\n \n\n \n \n**Page**\n\nFinancial Statements of\nBM Acquisition Corp.:\n \n \n\n[Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 (Audited)](#sh_001)\n \nF-2\n\n[Statements of Operations for the three months ended March 31, 2026](#sh_002)\n\n \nF-3\n\n[Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 and for the period from May 9, 2025 (inception) through December 31, 2025](#sh_003)\n \nF-4\n\n[Statements of Cash Flows for the three months ended March 31, 2026](#sh_004)\n\n \nF-5\n\n[Notes to Financial Statements](#sh_005)\n \nF-6\n– F-16\n\n \n\nF-1\n\n \n\n ** **\n\n**BM\nACQUISITION CORP.**\n\n**BALANCE\nSHEET**\n\n \n\n  \nMarch 31, 2026  \nDecember 31, 2025 \n\n  \n(Unaudited)  \n(Audited) \n\n  \nUSD  \nUSD \n\nASSETS \n    \n   \n\nCurrent Assets \n    \n   \n\nCash \n 25,000  \n 25,000 \n\nTotal Current Assets \n 25,000  \n 25,000 \n\n  \n    \n   \n\nDeferred offering costs \n 583,473  \n 590,001 \n\nTotal Assets \n 608,473  \n 615,001 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ DEFICIT \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccrued offering costs \n 15,234  \n 50,325 \n\nPromissory note – a related party \n 681,508  \n 627,864 \n\nTotal Current Liabilities \n 696,742  \n 678,189 \n\n  \n    \n   \n\nShareholder’s Deficit \n    \n   \n\nClass A ordinary shares, $0.0001 par value; 490,000,000 shares authorized; 1,724,999 issued or outstanding \n 173  \n 173 \n\nClass B ordinary Shares, $0.0001 par value; 10,000,000 shares authorized; 1 issued and outstanding(1)  \n -  \n - \n\nOrdinary shares \n -  \n - \n\nAdditional paid-in capital \n 24,827  \n 24,827 \n\nAccumulated deficit \n (113,269) \n (88,188)\n\nTotal Shareholder’s Deficit \n (88,269) \n (63,188)\n\nTotal Liabilities and Shareholder’s Deficit \n 608,473  \n 615,001 \n\n \n\n(1)\nIncludes an aggregate of\n225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full\nor in part.\n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-2\n\n \n\n \n\n**BM\nACQUISITION CORP.**\n\n**STATEMENTS\nOF OPERATIONS**\n\n \n\n  \nFor the\nthree months ended\n\nMarch 31, 2026 \n\n  \n(Unaudited) \n\n  \nUSD \n\nFormation and operating costs \n (25,081)\n\nNet Loss \n (25,081)\n\n  \n   \n\nWeighted average shares outstanding, basic and diluted (1) \n 1,725,000 \n\nBasic and diluted net loss per ordinary share \n (0.01)\n\n \n\n(1)\nExcludes an aggregate of\n225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full\nor in part.\n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-3\n\n \n\n \n\n**BM\nACQUISITION CORP.**\n\n**STATEMENT\nOF CHANGES TO SHAREHOLDER’S DEFICIT**\n\n**FOR\nTHE THREE MONTHS ENDED MARCH 31, 2026 AND FOR THE PERIOD FROM MAY 9, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025**\n\n \n\n  \n**Shares**  \n**Amount**  \nShares  \n**Amount**  \n**Capital**** **** **\n**Deficit**** **** **\n**Receivable**** **** **\n**Deficit** \n\n  \n\n**Class A**\n\n**Ordinary shares**\n  \n\nClass B\n\nOrdinary shares\n  \n**Additional\nPaid-In**  \nAccumulated   \nSubscription   \nTotal Shareholder’s  \n\n  \n**Shares**  \n**Amount**  \nShares  \n**Amount**  \n**Capital**** **** **\n**Deficit**** **** **\n**Receivable**** **** **\n**Deficit** \n\n  \n   \n**USD**  \n   \n**USD**  \n**USD**  \n**USD**  \nUSD  \nUSD \n\nBalance – May 9, 2025 (inception) \n-  \n-  \n-  \n-  \n-  \n-  \n-  \n- \n\nClass B ordinary shares issued to Sponsor \n -  \n -  \n 1,725,000  \n 173  \n 24,827  \n -  \n (25,000) \n - \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n (5,618) \n -  \n (5,618)\n\nBalance – May 31, 2025 \n -  \n -  \n 1,725,000  \n 173  \n 24,827  \n (5,618) \n (25,000) \n (5,618)\n\nConversion of Class B ordinary shares to Class A ordinary shares \n 1,724,999  \n 173  \n (1,724,999) \n (173) \n -  \n -  \n -  \n - \n\nCash received for ordinary shares \n -  \n -  \n -  \n -  \n -  \n -  \n 25,000  \n 25,000 \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n (82,570) \n -  \n (82,570)\n\nBalance – December 31, 2025 \n 1,724,999  \n 173  \n 1  \n -  \n 24,827  \n (88,188) \n -  \n (63,188)\n\nBalance  \n 1,724,999  \n 173  \n 1  \n -  \n 24,827  \n (88,188) \n -  \n (63,188)\n\nNet loss \n -  \n -  \n -  \n -  \n -  \n (25,081) \n -  \n (25,081)\n\nBalance – March 31, 2026 \n1,724,999  \n173  \n 1  \n-  \n24,827  \n(113,269) \n -  \n (88,269)\n\nBalance \n1,724,999  \n173  \n 1  \n-  \n24,827  \n(113,269) \n -  \n (88,269)\n\n  \n\n(1)\nIncludes an aggregate of\n225,000 Ordinary Shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full\nor in part.\n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-4\n\n \n\n** **\n\n**BM\nACQUISITION CORP.**\n\n**STATEMENTS\nOF CASH FLOWS**\n\n \n\n  \nFor the\nthree months ended\n\nMarch 31, 2026 \n\n  \n(Unaudited) \n\n  \nUSD \n\nCash flows from Operating Activities: \n   \n\nNet Loss \n (25,081)\n\n  \n   \n\nAdjustments to reconcile net loss to net cash used in operating activities: \n   \n\nFormation and operating costs paid by Sponsor under Promissory Note – A Related Party \n 25,081 \n\nNet cash provided by operating activities \n - \n\n  \n   \n\nCash flows from Financing Activities: \n   \n\nProceeds from issuance of founder shares to Sponsor \n - \n\nNet cash provided by financing activities \n - \n\n  \n   \n\nNet Change in Cash \n - \n\nCash – Beginning of period \n 25,000 \n\nCash – Ending of period \n 25,000 \n\n  \n   \n\nSupplemental Disclosures of Noncash Financing Activities \n   \n\nDeferred offering costs included in promissory note \n 568,239 \n\nDeferred offering costs in accrued offering costs and expenses \n 15,234 \n\n \n\nThe\naccompanying notes are an integral part of these financial statements.\n\n \n\nF-5\n\n \n\n** **\n\n**BM\nACQUISITION CORP.**\n\n**NOTES\nTO FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS**\n\n \n\nBM\nAcquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on May 9, 2025. The Company\nwas formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or\nsimilar business combination with one or more businesses (“Business Combination”). While the Company may pursue an acquisition\nopportunity in any business, industry, sector or geographical location, the Company intends to focus on industries that complement our\nmanagement team’s background, and to capitalize on the ability of our management team to identify and acquire a business.\n\n \n\nOn\nMarch 31, 2026, the Company had not yet commenced any operations. All activity through March 31, 2026 related to the Company’s\nformation and the Proposed Offering (as defined below). The Company will not generate any operating revenues until after the completion\nof its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on\ncash and cash equivalents from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year\nend. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with\nearly stage and emerging growth companies.\n\n \n\nThe\nCompany’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public\noffering of 6,000,000 units at $10.00 per unit (or 6,900,000 units if the underwriters’ over-allotment option is exercised in full)\n(the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”)\nwhich is discussed in Note 3 (the “Proposed Offering”) and the sale of 255,829 Units (or 264,829 Private Units if the underwriter’s\nover-allotment option is exercised in full) (the “Private Units”) at a price of $10.00 per Unit in a private placement to\nthe Company’s sponsor, BM Global Capital (the “Sponsor”), that will close simultaneously with the Proposed Offering.\nThe Company intends to list the Units on the Nasdaq Global Market (“Nasdaq”). The Company’s management has broad discretion\nwith respect to the specific application of the net proceeds of the Proposed Offering and sale of the Private Units, although substantially\nall of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the\nBusiness Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance\nin the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts and taxes payable on the income earned\non the trust account) at the time of the signing of an agreement to enter into a Business Combination.\n\n \n\nThe\nCompany will complete a Business Combination only if the post-Business Combination company owns or acquires 50% or more of the outstanding\nvoting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register\nas an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no\nassurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management\nhas agreed that $10.00 per Unit sold in the Proposed Offering, including the proceeds of the sale of the Private Units, will be held\nin a trust account (“Trust Account”) and may be invested only in U.S. government securities with a maturity of 185 days or\nless or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, that invest only in direct\nU.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of\nfacilitating the intended business combination. To mitigate the risk that the Company might be deemed to be an investment company for\npurposes of the Investment Company Act, which risk increases the longer that the Company hold investments in the trust account, the Company\nmay, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment\nCompany Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust\naccount in cash or in an interest bearing demand deposit account at a bank.\n\n \n\nThe\nCompany will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion\nof our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination\nor (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of\na Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of how\nthey vote for the Business Combination.\n\n \n\nF-6\n\n \n\n \n\nThe\nshareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially\n$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company\nto pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced\nby the deferred underwriting commissions the Company will pay to the underwriter. These ordinary shares will be recorded at a redemption\nvalue and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification\n(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”\n\n \n\nIf\na shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other reasons, the Company\nwill, pursuant to its third amended and restated memorandum and articles of association conduct the redemptions pursuant to Rule 13e-4\nand Regulation 14E of the Exchange Act, which regulate issuer tender offers, and file tender offer documents with the SEC prior to completing\nour initial business combination which contain substantially the same financial and other information about the initial business combination\nand the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.\n\n \n\nOur\ninitial shareholders have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption\nrights with respect to their insider shares, private shares and public shares in connection with the completion of our initial business\ncombination; (ii) waive their redemption rights with respect to their insider shares, private shares and public shares in connection\nwith a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association; (iii) waive\ntheir rights to liquidating distributions from the trust account with respect to their insider shares and private shares if the Company\nfail to complete our initial business combination within the completion window, although they will be entitled to liquidating distributions\nfrom the trust account with respect to any public shares they hold if the Company fail to complete our initial business combination within\nthe prescribed time frame and to liquidating distributions from assets outside the trust account; and (iv) vote any insider shares and\nprivate shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated\ntransactions) in favor of our initial business combination (except that any public shares such parties may purchase in compliance with\nthe requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction).\n\n \n\nThe\nCompany will have until 18 months from the closing of the Proposed Offering, subject to extension up to 21 months by means of three one-month\nextension as set forth in this prospectus, at the option of the sponsor (as may be extended by shareholder approval to amend our third\namended and restated memorandum and articles of association to extend the date by which the Company must consummate our initial business\ncombination) or until such earlier liquidation date as our board of directors may approve, to consummate a Business Combination (the\n“Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company\nwill (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business\ndays thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash,\nequal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account\n(net of permitted withdrawals), divided by the number of then-outstanding public shares, which redemption will completely extinguish\npublic shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject\nto applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders\nand our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims\nof creditors and the requirements of other applicable law.\n\n \n\nThe\nunderwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company\ndoes not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds\nheld in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is\npossible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per\nUnit ($10.00).\n\n \n\nF-7\n\n \n\n \n\nThe\nSponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold\nto us (except for the Company’s independent auditors), or a prospective target business with which the Company has entered into\na written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds\nin the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust\naccount as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of\nthe trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target\nbusiness who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable)\nnor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities\nunder the Securities Act. However, the Company has not asked our sponsor to reserve for such indemnification obligations, nor has the\nCompany independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and the Company believe\nthat our sponsor’s only assets are securities of our company. Therefore, the Company cannot assure you that our sponsor would be\nable to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available\nfor our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, the Company\nmay not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any\nredemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without\nlimitation, claims by vendors and prospective target businesses.\n\n \n\n**Going\nConcern Consideration**\n\n \n\nAs\nof March 31, 2026, the Company had $25,000 in cash, a working capital deficit of $671,742 and accumulated deficit of $113,269. The Sponsor\nhas agreed to loan the Company up to $900,000 to be used for a portion of the expenses of the Proposed Public Offering. The loan is non-interest\nbearing, unsecured and is payable on the earlier of: (i) March 31, 2027 and (ii) the consummation of the Proposed Offering. As of March\n31, 2026, the Company borrowed $681,508 under the promissory note as discussed in Note 5.\n\n \n\nThe\nCompany has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions\nraise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial\nstatements are issued. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There\nis no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the\n12 months Completion Window. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**NOTE\n2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof presentation**\n\n \n\nThe\naccompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United\nStates of America (“GAAP”) and pursuant to the rules and regulations of the SEC.\n\n \n\n**Emerging\ngrowth company**\n\n \n\nThe\nCompany is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our\nBusiness Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements\nthat are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required\nto comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding\nexecutive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory\nvote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\n \n\nFurther,\nSection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting\nstandards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do\nnot have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting\nstandards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements\nthat apply to non-emerging growth companies but any such election to opt out is irrevocable.\n\n \n\nThe\nCompany has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has\ndifferent application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised\nstandard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements\nwith another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the\nextended transition period difficult or impossible because of the potential differences in accounting standards used.\n\n \n\nF-8\n\n \n\n \n\n**Use\nof estimates**\n\n \n\nThe\npreparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported\namounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the\nreported amounts of revenues and expenses during the reporting period.\n\n \n\nMaking\nestimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of\na condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating\nits estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ\nsignificantly from those estimates.\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nThe\nCompany considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.\nThe Company had $25,000 of Cash held in operating account as of March 31, 2026. The Company had no cash equivalents as of March 31, 2026.\n\n \n\n**Deferred\noffering costs**\n\n \n\nThe\nCompany complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses\nof Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Proposed\nOffering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,”\naddresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this\nguidance to allocate Proposed Offering proceeds from the Public Units between Class A ordinary shares and warrants, using the residual\nmethod by allocating Proposed Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering\ncosts allocated to the Class A ordinary shares subject to possible redemption will be charged to temporary equity, and offering costs\nallocated to the warrants included in the Public Units and Private Units will be charged to shareholder’s equity as the warrants,\nafter management’s evaluation, will be accounted for under equity treatment. Should the Proposed Offering prove to be unsuccessful,\nthese deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of March 31, 2026, the Company\nhad offering costs of $583,473. The decrease in deferred offering costs during the period was mainly due to write-off of excess unbilled\ncharges previously accrued, following final settlement and waiver by the service provider.\n\n \n\n**Income\ntaxes**\n\n \n\nThe\nCompany complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset\nand liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed\nfor differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible\namounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.\nValuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.\n\n \n\nASC\nTopic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax\npositions 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\nto be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s\nmajor tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income\ntax expense. There were no unrecognized tax benefits as of March 31, 2026 and no amounts accrued for interest and penalties. The Company\nis currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its\nposition.\n\n \n\nThe\nCompany is considered to be a Cayman business company with no connection to any other taxable jurisdiction and is presently not subject\nto income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the provision for income taxes\nwas deemed to be *de minimis* for the three months ended March 31, 2026 and for the period from May 9, 2025 (inception) to December\n31, 2025.\n\n \n\nF-9\n\n \n\n \n\n**Derivative\nFinancial Instruments**\n\n \n\nThe\nCompany evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded\nderivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted\nfor as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each\nreporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,\nincluding whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.\nDerivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion\nof the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed\nto be a freestanding financial instrument indexed to the contingently redeemable shares and will be accounted for as a liability pursuant\nto ASC 480 if not fully exercised at the time of the Proposed Offering.\n\n \n\n**Warrant**\n\n \n\nThe\nCompany will account for the Public and Private Warrants as either equity-classified or liability-classified instruments based on an\nassessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives\nand Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant\nto ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity\nclassification under ASC 815, including whether the instruments are indexed to a company’s common shares and whether the instrument\nholders could potentially require “net cash settlement” in a circumstance outside of a company’s control, among other\nconditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant\nissuance and as of each subsequent quarterly period end date while the instruments are outstanding. Accordingly, the Company evaluated\nand will classify the warrant instruments under equity treatment at their assigned values. There are no Public or Private Warrants currently\noutstanding as of March 31, 2026.\n\n \n\n**Net\nloss per share**\n\n \n\nThe\nCompany complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is\ncomputed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares\nsubject to forfeiture. At March 31, 2026, the Company did not have any dilutive securities and other contracts that could, potentially,\nbe exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is\nthe same as basic loss per share for the periods presented.\n\n \n\n**Concentration\nof credit risk**\n\n \n\nFinancial\ninstruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution\nwhich at times may exceed the Federal depository insurance coverage of $250,000. At March 31, 2026, the Company has its bank account\nopened since July 3, 2025 and did not experience losses on this account and management believes the Company is not exposed to significant\nrisks on such account.\n\n \n\n**Fair\nvalue of financial instruments**\n\n \n\nThe\nfair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value\nMeasurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to\ntheir short-term nature.\n\n \n\nF-10\n\n \n\n \n\n**Risks\nand Uncertainties**\n\n \n\nThe\nUnited States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the\nongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict,\nthe North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,\nthe United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus\nand related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank\nFinancial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide\nmilitary aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of\nUkraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken\nin the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries\nhave created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact\nof the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity\nprices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally,\nany resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity\nin capital markets.\n\n \n\nAny\nof the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions\nresulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions,\ncould adversely affect the Company’s search for an initial Business Combination and any target business with which the Company\nmay ultimately consummate an initial Business Combination.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nIn\nNovember 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which\nrequires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15,\n2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2020-06 as of the inception\nof the Company. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.\n\n \n\nIn\nDecember 2023, the FASB issued ASU 2023-09, *Income taxes*(Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”),\nwhich enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after\nDecember 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.\nThe Company adopted ASU 2023-09 since the inception of the Company. Adoption of the ASU did not impact the Company’s financial\nposition, result of operations or cash flows.\n\n \n\n**NOTE\n3. PROPOSED OFFERING**\n\n \n\nPursuant\nto the Proposed Offering, the Company will offer for sale up to 6,000,000 Units (or 6,900,000 Units if the underwriters’ overallotment\noption is exercised in full) at a purchase price of $10.00 per Unit. In December 2025, the Company amended the terms associated with\nits Proposed Offering. Specifically, the Company changed the composition of each unit upon the consummation of a Business Combination\nfrom one ordinary share and one-half of one redeemable warrant to one ordinary share and one redeemable warrant. Each Unit will consist\nof one ordinary share and one redeemable warrant (“Public Warrant”).\n\n \n\n**NOTE\n4. PRIVATE PLACEMENT**\n\n \n\nThe\nSponsor has committed to purchase an aggregate of 255,829 Private Units (or 264,829 Private Units if the underwriter’s over-allotment\noption is exercised in full) at a price of $10.00 per Private Unit from the Company in a private placement that will occur simultaneously\nwith the closing of the Proposed Offering. The proceeds from the sale of the Private Units will be added to the net proceeds from the\nProposed Offering held in the Trust Account. The Private Units are identical to the Units sold in the Proposed Offering, as described\nin Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private\nUnits will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants\nwill expire worthless.\n\n \n\nF-11\n\n \n\n \n\n**NOTE\n5. RELATED PARTY TRANSACTIONS**\n\n \n\n**Insider\nshares**\n\n \n\nOn\nMay 28, 2025, the Company issued an aggregate of 1,725,000 insider shares to the Sponsor for an aggregate purchase price of $25,000 in\ncash. The funds were received by December 31, 2025. Such ordinary shares includes an aggregate of up to 225,000 shares subject to forfeiture\nby the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor and\nits transferees will collectively own 20% of the outstanding shares after this offering (not including the Class A ordinary shares that\nare included within the Private Units).\n\n \n\nThe\ninsider shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares\nincluded in the units being sold in this offering, and holders of insider shares have the same shareholder rights as public shareholders,\nexcept that (i) the insider shares are subject to certain transfer restrictions, as described in more detail below, (ii) the insider\nshares are entitled to registration rights; (iii) our initial shareholders have entered into a letter agreement with us, pursuant to\nwhich they have agreed to (A) waive their redemption rights with respect to their insider shares, private shares and public shares in\nconnection with the completion of our initial business combination, (B) waive their redemption rights with respect to their insider shares,\nprivate shares and public shares in connection with a shareholder vote to approve an amendment to our third amended and restated memorandum\nand articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection with our initial\nbusiness combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion\nwindow or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination\nactivity, (C) waive their rights to liquidating distributions from the trust account with respect to their insider shares and private\nshares if we fail to complete our initial business combination within the completion window, although they will be entitled to liquidating\ndistributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination\nwithin such time period and to liquidating distributions from assets outside the trust account and (D) vote any insider shares held by\nthem and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in\nfavor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements\nof Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction), (iv) the insider\nshares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our\ninitial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein\nand in our third amended and restated memorandum and articles of association, and (v) prior to the closing of our initial business combination,\nonly holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company\nin a jurisdiction outside the Cayman Islands (including any ordinary resolution required to amend our constitutional documents or to\nadopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside\nthe Cayman Islands).\n\n \n\nWith\ncertain limited exceptions, the insider shares are not transferable, assignable or saleable (except to our officers and directors and\nother persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the completion\nof our initial business combination.\n\n \n\n**Promissory\nNote — A Related Party**\n\n \n\nOn\nMay 13, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate\nprincipal amount of $300,000, to be used for payment of costs related to the Proposed Offering. On August 11, 2025, the promissory was\namended to increase the principle sum up to $700,000. On November 7, 2025, the promissory note has further amendment to extend the payable\ndate from December 31, 2025 to March 31, 2026. On March 3, 2026, the promissory was amended to increase the principle sum up to $900,000\nand extend the payable date from March 31, 2026 to March 31, 2027. The note is non-interest bearing and payable on the earlier of (i)\nMarch 31, 2027 or (ii) the consummation of the Proposed Offering. These amounts will be repaid upon completion of the Proposed Offering\nout of the $900,000 of Proposed Offering proceeds that has been allocated for the payment of Proposed Offering expenses. As of March\n31, 2026, the Company has borrowed $681,508 under the promissory note with our Sponsor.\n\n \n\n**Administrative\nServices Arrangement**\n\n \n\nAn\naffiliate of our Sponsor has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through\nthe earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain\noffice space of our Sponsor, utilities and secretarial and administrative support as may be reasonably required by the Company. The Company\nhas agreed to pay to the affiliate of our Sponsor, $10,000 per month, for up to 18 months, subject to extension to up to 21 months, as\nprovided in the Company’s registration statement, for such administrative services.\n\n \n\nF-12\n\n \n\n \n\n**Related\nParty Loans**\n\n \n\nIn\norder to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,\nor the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working\nCapital Loans”). Up to $3,000,000 of such loans may be convertible into Private Units, at a price of $10.00 per unit, at the option\nof the applicable lender. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside\nthe Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital\nLoans. As of March 31, 2026, no amounts under such loans have been drawn.\n\n \n\n**NOTE\n6. COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Registration\nRights**\n\n \n\nThe\nholders of the (i) insider shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Units\n(including the component securities as well as any securities underlying those component securities), which will be issued in a private\nplacement simultaneously with the closing of the Proposed Offering and (iii) Private Units (including the component securities as well\nas any securities underlying those component securities) that may be issued upon conversion of working capital loans will have registration\nrights to require the Company to register a sale of any of our securities held by them and any other securities of the company acquired\nby them prior to the consummation of a Business Combination pursuant to a registration rights agreement to be signed prior to or on the\neffective date of the Proposed Offering. The holders of these securities are entitled to make up to three demands, excluding short form\ndemands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights\nwith respect to registration statements filed subsequent to the completion of the Business Combination. The Company will bear the expenses\nincurred in connection with the filing of any such registration statements.\n\n \n\n**Underwriting\nAgreement**\n\n \n\nThe\nCompany will grant the underwriters a 45-day option to purchase up to 225,000 additional Units to cover over-allotments at the Proposed\nOffering price, less the underwriting discounts and commissions.\n\n \n\nThe\nunderwriters will not be entitled to any cash underwriting fee at closing of the Proposed Offering. The underwriters are entitled to\ncash underwriting fee of two percent (2%) or $1,200,000 (or up to $1,380,000 if the underwriters’ over – allotment is exercised\nin full) upon the closing of the Proposed Offering and deferred fee of one percent (1%) of the gross proceeds of the Proposed Offering,\nor $600,000 (or up to $690,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination\n(or 5.9% of the trust balance upon the consummation of an initial business combination, whichever amount is greater). Excludes certain\nfees and expenses payable to the underwriters in connection with this offering. The underwriters have agreed to reimburse certain of\nour expenses in connection with this offering, not to exceed $600,000 (or $690,000 if the underwriter’s over-allotment option is\nexercised in full). The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust\nAccount, subject to the terms of the underwriting agreement.\n\n \n\n**Administrative\nServices Arrangement**\n\n \n\nThe\nCompany has committed to pay an affiliate of our Sponsor $10,000 per month for administrative services as discussed in Note 5 commencing\nfrom the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation\nof a Business Combination and its liquidation.\n\n \n\n**NOTE\n7. SHAREHOLDER’S EQUITY**\n\n \n\n*Class\nA Ordinary shares* — The Company is authorized to issue 490,000,000 Class A ordinary shares with a par value of $0.0001 per\nshare. Holders of the Company’s ordinary shares are entitled to one vote for each share. On May 31, 2025, there were no Class A\nordinary shares issued or outstanding. On August 28, 2025, our sponsor elected to convert all but one of its Class B ordinary shares\ninto Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective Class B ordinary shares\ninto Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one basis (the “insider\nshares”). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject to forfeiture) and one Class\nB ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively presented.\n\n \n\nF-13\n\n \n\n \n\n*Class\nB Ordinary shares* — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $0.0001 per share.\nHolders of the Company’s ordinary shares are entitled to one vote for each share. On May 28, 2025, upon the subdivision and redesignation\nof the shares of the Company, five (5) Class B ordinary shares were issued and outstanding. On May 28, 2025, the Company issued an aggregate\nof 1,725,000 ordinary shares to the Sponsor for an aggregate purchase price of $25,000 in cash, of which 225,000 shares held by the Sponsor\nare subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full. On May 28, 2025,\nthe five (5) Class B ordinary shares were surrendered to the Company for no consideration. On May 28, 2025, there were 1,725,000 Class\nB Ordinary shares issued and outstanding, of which 225,000 shares held by the Sponsor are subject to forfeiture to the extent that the\nunderwriter’s over-allotment option is not exercised in full. On August 28, 2025, our sponsor elected to convert all but one of\nits Class B ordinary shares into Class A ordinary shares and our remaining initial shareholders elected to convert all of their respective\nClass B ordinary shares into Class A ordinary shares, pursuant to the option of the holders of the Class B ordinary shares, on a one-for-one\nbasis (the “insider shares”). Following this date, we had 1,724,999 Class A ordinary shares (225,000 of which are subject\nto forfeiture) and one Class B ordinary share issued and outstanding. All shares and pre-share amounts and descriptions have been retroactively\npresented.\n\n \n\nAny\nremaining Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following\nthe consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one\nbasis, subject to adjustment as provided herein. Because our sponsor acquired the insider shares at a nominal price, our public shareholders\nwill incur an immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included\nin the units. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed\nissued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at\nwhich the Class B ordinary shares will convert into Class A ordinary shares will not be adjusted because the holders of the insider shares\nhave agreed to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance pursuant to the letter agreement.\n\n \n\nHolders\nof record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on\nall matters to be voted on by shareholders. Unless specified in the third amended and restated memorandum and articles of association\nor as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the third amended and\nrestated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such\nshareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of\nthe company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require\nan ordinary resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of in excess of 50 percent\nof the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable\ngeneral meeting, and pursuant to the Company’s third amended and restated memorandum and articles of association, such actions\ninclude amending the third amended and restated memorandum and articles of association and approving a statutory merger or consolidation\nwith another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s\ninitial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all\nof the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i)\nhave the right to vote on the appointment and removal of directors, and the right to vote on any amendment to the article granting such\nright, and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any ordinary resolution\nrequired to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer\nby way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to\nvote on these matters during such time. These provisions of our third amended and restated memorandum and articles of association may\nonly be amended if approved by an ordinary resolution passed by the affirmative vote of the holders representing at least 90% of the\nissued Class B ordinary shares.\n\n \n\nF-14\n\n \n\n \n\n*Warrants\n—*Warrants may only be exercised for a whole number of shares. The Warrants will become exercisable on the later of the completion\nof our initial business combination or 12 months after this registration statement is declared effective by the Securities and Exchange\nCommission (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).\nIf a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th\nbusiness day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration\nstatement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless\nbasis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A\nordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the\ndefinition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of\npublic warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities\nAct and, in the event we so elect, we will not be required to file or maintain in effect a registration statement. The Warrants will\nexpire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.\n\n \n\nThe\nCompany may call the Warrants for redemption:\n\n \n\n \n●\nin\nwhole and not in part;\n\n \n\n \n●\nat\na price of $0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”);\nand\n\n \n\n \n●\nif,\nand only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to\nthe number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period\ncommencing once the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant\nholders.\n\n \n\nThe\nprivate warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its\npermitted transferees, the private warrants (i) are locked-up until the completion of our initial business combination and (ii) will\nbe entitled to registration rights.\n\n \n\nThe\nexercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for share sub-divisions, share capitalizations,\nreorganizations, recapitalizations and the like. Additionally, in no event will the Company be required to net cash settle the warrants.\nIf the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in\nthe Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution\nfrom the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire\nworthless.\n\n \n\nThe\nexercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional Class A ordinary\nshares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at\nan issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price\nto be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates,\nwithout taking into account any insider shares held by our initial shareholders or their affiliates, as applicable, prior to such issuance)\n(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity\nproceeds (including from such issuances and this offering), and interest thereon, available for the funding of our initial business combination\non the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading\nprice of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate\nour initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the\nwarrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and\nthe $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market\nValue and the Newly Issued Price.\n\n \n\n**NOTE\n8. SEGMENT INFORMATION**\n\n \n\nASC\nTopic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about\noperating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise\nfor which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,\nor group, in deciding how to allocate resources and assess performance.\n\n \n\nF-15\n\n \n\n \n\nThe\nCompany’s chief operating decision maker has been identified as the Chief Financial Officer (“CODM”), who reviews the\noperating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,\nmanagement has determined that the Company only has one operating segment.\n\n \n\nWhen\nevaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics,\nwhich include the following:\n\n SCHEDULE\nOF SEGMENT INFORMATION\n\n  \nFor the\nthree months ended\n\nMarch 31, 2026 \n\n  \n(Unaudited) \n\n  \nUSD \n\nFormation and operating costs \n (25,081)\n\n \n\nThe\nkey measures of segment profit or loss reviewed by the CODM are formation and operating costs. Formation and operating costs are reviewed\nand monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Offering and eventually\na Business Combination within the Combination Period. The CODM also reviews formation and operating costs to manage, maintain and enforce\nall contractual agreements to ensure costs are aligned with all agreements and budget.\n\n \n\n**NOTE\n9. SUBSEQUENT EVENTS**\n\n \n\nIn\naccordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure\nof events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated subsequent events\nand transactions that occurred up to the date of the filing. Based upon this review, the Company did not identify any subsequent events\nthat would require adjustment or disclosure in the financial statements.\n\n \n\nAs\nof the filing day, the Company haven’t consummated the Initial Public Offering.\n\n \n\nF-16"}