{"url_path":"/sec/qums/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 Form 10-K Summary.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","accession_number":"0001829126-26-006482","cik":"0002070900","ticker":"QUMS","issuer_name":"Quantumsphere Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070900/0001829126-26-006482-index.html","primary_entity_key":"0002070900","primary_entity_name":"Quantumsphere Acquisition Corp"},"word_count":12091,"has_tables":true,"body_markdown":"**Item 16. Form 10-K Summary.**\n\n \n\nNone.\n\n \n\n**EXHIBIT INDEX**\n\n \n\n**Exhibit No.**\n \n**Description**\n\n3.1*\n \n[Second Amended and Restated Memorandum and Articles of Association](https://www.sec.gov/Archives/edgar/data/2070900/000182912625004085/quantumsphereacq_ex3-1.htm)\n\n4.1**\n \n[Specimen Unit Certificate](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex4-1.htm)\n\n4.2**\n \n[Specimen Ordinary Shares Certificate](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex4-2.htm)\n\n4.3**\n \n[Specimen Rights Certificate](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex4-3.htm)\n\n4.4**\n \n[Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex4-4.htm)\n\n5.1**\n \n[Opinion of Celine and Partners, P.L.L.C.](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex5-1.htm)\n\n5.2**\n \n[Opinion of Ogier](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex5-2.htm)\n\n10.1***\n \n[Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-1.htm)\n\n10.2***\n \n[Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-2.htm)\n\n10.3***\n \n[Registration Rights Agreement by and between the Registrant and Insiders](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-3.htm)\n\n10.4***\n \n[Form of Indemnity Agreement](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-4.htm)\n\n10.5***\n \n[Subscription Agreement, as amended, between the Registrant and Whiteowl Holdings LLC](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005919/quantumsphereacq_ex10-5.htm)\n\n10.6**\n \n[Administrative Services Agreement](https://www.sec.gov/Archives/edgar/data/2070900/000182912625005327/quantumsphereacq_ex10-7.htm)\n\n14.1*\n \n[Code of Ethics](https://www.sec.gov/Archives/edgar/data/2070900/000182912625004085/quantumsphereacq_ex14-1.htm)\n\n31.1****\n \n[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](quantumsphereacq_ex31-1.htm)\n\n31.2****\n \n[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](quantumsphereacq_ex31-2.htm)\n\n32.1****\n \n[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](quantumsphereacq_ex32-1.htm)\n\n32.2****\n \n[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.](quantumsphereacq_ex32-2.htm)\n\n99.1*\n \n[Audit Committee Charter](https://www.sec.gov/Archives/edgar/data/2070900/000182912625004085/quantumsphereacq_ex99-1.htm)\n\n99.2*\n \n[Compensation Committee Charter](https://www.sec.gov/Archives/edgar/data/2070900/000182912625004085/quantumsphereacq_ex99-2.htm)\n\n \n\n \n\n*\nIncorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on May 30, 2025.\n\n**\nIncorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on July 24, 2025.\n\n***\nIncorporated by reference to the Registrant’s Current Report Form 8-K filed on August 7, 2025.\n\n****\nFiled herewith.\n\n \n\n44\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant 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.\n\n \n\n \n**Quantumsphere Acquisition Corporation**\n\n \n \n\nDate: June 15, 2026\nBy:\n/s/ *Ping Zhang*\n\n \nName:\nMr. Ping Zhang\n\n \nTitle:\nChief Executive Officer and Chairman\n\n \n \n(Principal Executive Officer and Principal Accounting and Financial Officer)\n\n \n\nPursuant 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.\n\n \n\n**Signature**\n \n**Title**\n \n**Date**\n\n \n \n \n \n \n\n/s/ *Ping Zhang*\n \nChief Executive Officer and Chairman\n \nJune 15, 2026\n\nMr. Ping Zhang\n \n(Principal Executive Officer and Principal Accounting and Financial Officer)\n \n \n\n \n\n45\n\n \n\n \n\n**INDEX TO FINANCIAL STATEMENTS**\n\n \n\n \n \n**Page(s)**\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID # 199)](#b_001)\n \nF-2\n\nFinancial Statements:\n \n \n\n[Balance Sheets](#b_002)\n \nF-3\n\n[Statements of Operations](#b_003)\n \nF-4\n\n[Statements of Changes in Shareholders’ (Deficit) Equity](#b_004)\n \nF-5\n\n[Statements of Cash Flows](#b_005)\n \nF-6\n\n[Notes to Financial Statements](#b_006)\n \nF-7\n\n \n\nF-1\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the Shareholders and Board of Directors of\n\nQuantumsphere Acquisition Corporation\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheets of Quantumsphere Acquisition\nCorporation (the “Company”) as of March 31, 2026 and 2025, the related statements of operations, shareholders’ (deficit)\nEquity and cash flows for the year ended March 31, 2026 and for the period from July 23, 2024 (inception) through March 31, 2025, and\nthe related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present\nfairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations\nand its cash flows for the year ended March 31, 2026 and for the period from July 23, 2024 (inception) through March 31, 2025, in conformity\nwith accounting principles generally accepted in the United States of America.\n\n \n\n**Explanatory Paragraph – Going Concern**\n\n \n\nThe accompanying financial statements have\nbeen prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company\nis a Special Purpose Acquisition Corporation that was formed for the purpose of completing a a merger, share exchange, asset acquisition,\nshare purchase, reorganization or similar business combination with one or more businesses or entities on or before February 7, 2027.\nThe Company entered into a definitive merger agreement with a business combination target on October 3, 2025; however, the completion\nof this transaction is subject to the approval of the Company’s shareholders among other conditions. There is no assurance that\nthe Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund\nits operations, and complete the transaction prior to February 7, 2027, if at all. The Company also has no approved plan in place to\nextend the business combination deadline and fund operations for any period of time after February 7, 2027, in the event that it is unable\nto complete a business combination by that date. These matters raise substantial doubt about the Company’s ability to continue\nas a going concern. Management’s plans with regard to these matters are also described in Note 1. The financial statements do not\ninclude any adjustments that may be necessary should the Company be unable to continue as a going concern.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We\nare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with\nthe standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether\nthe financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were\nwe engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an\nunderstanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the\nCompany’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures\nto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that\nrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial\nstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well\nas evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n/s/ CBIZ CPAs P.C.\n\n**CBIZ CPAs P.C.**\n\n \n\nWe have served as the Company’s auditor since 2025.\n\n \n\n**Morristown,\nNJ**\n\n**June 15, 2026**\n\n 199\n\nF-2\n\n \n\n \n\n**QUANTUMSPHERE ACQUISITION CORPORATION**\n\n**BALANCE SHEETS**\n\n \n\n \n \n \n \n \n \n \n \n \n\n \n \n**March 31,2026**\n \n \n**March 31, 2025**\n \n\n**Assets:**\n \n \n \n \n \n \n \n \n\n**Current Assets**\n \n \n \n \n \n \n \n \n\nCash\n \n$\n187,907\n \n \n$\n64,357\n \n\nOther receivable\n \n \n-\n \n \n \n3,062\n \n\nPrepaid expenses and other current assets\n \n \n129,396\n \n \n \n50,000\n \n\n**Total Current Assets**\n \n \n317,303\n \n \n \n117,419\n \n\n \n \n \n \n \n \n \n \n \n\nDeferred offering costs\n \n \n-\n \n \n \n131,563\n \n\nPrepaid expenses, non-current\n \n \n36,937\n \n \n \n-\n \n\nInvestments held in Trust Account\n \n \n84,846,125\n \n \n \n-\n \n\n**Total Assets**\n \n$\n85,200,365\n \n \n$\n248,982\n \n\n \n \n \n \n \n \n \n \n \n\n**Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity**\n \n \n \n \n \n \n \n \n\n**Current Liabilities**\n \n \n \n \n \n \n \n \n\nAccrued expenses\n \n \n273,747\n \n \n \n40,000\n \n\nPromissory note – related party\n \n \n-\n \n \n \n200,000\n \n\n**Total Current Liabilities**\n \n \n273,747\n\n \n \n \n240,000\n \n\n \n \n \n \n \n \n \n \n \n\nDeferred underwriting fee payable\n \n \n3,312,000\n \n \n \n-\n \n\n**Total Liabilities**\n \n \n3,585,747\n \n \n \n240,000\n \n\n \n \n \n \n \n \n \n \n \n\n**Commitments and Contingencies – see Note 6**\n \n \n \n \n \n \n \n \n\nOrdinary shares subject to possible redemption, 8,280,000 shares and 0 shares at redemption value of $10.25 and $0 per share as of March 31, 2026 and March 31, 2025, respectively\n \n \n84,846,125\n \n \n \n-\n \n\n \n \n \n \n \n \n \n \n \n\n**Shareholders’ (Deficit) Equity**\n \n \n \n \n \n \n \n \n\nOrdinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,126,650 shares and 2,898,000(1) issued and outstanding, respectively as of March 31, 2026 and March 31, 2025 (excluding 8,280,000 and 0 shares subject to possible redemption as of March 31, 2026 and March 31, 2025, respectively)\n \n \n313\n \n \n \n290\n \n\nAdditional paid-in capital\n \n \n-\n \n \n \n24,710\n \n\nAccumulated deficit\n \n \n(3,231,820\n\n)\n \n \n(16,018\n)\n\n**Total Shareholders’ (Deficit) Equity**\n \n \n(3,231,507\n)\n \n \n8,982\n \n\n**Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity**\n \n$\n85,200,365\n \n \n$\n248,982\n \n\n \n\n \n\n(1)\n\nOrdinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).\n\n \n\nAs a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares were subject to forfeiture.\n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-3\n\n \n\n \n\n**QUANTUMSPHERE ACQUISITION CORPORATION**\n\n**STATEMENTS OF OPERATIONS**\n\n \n\n \n \n \n \n \n \n \n\n \n \n**For theYear EndedMarch 31,2026**\n \n \n**For thePeriod fromJuly 23, 2024(inception) throughMarch 31,2025**\n \n\nGeneral and administrative expenses\n \n$\n1,076,186\n \n \n$\n17,639\n \n\n**Loss from operations**\n \n \n(1,076,186\n)\n \n \n(17,639\n)\n\n \n \n \n \n \n \n \n \n \n\nOther income:\n \n \n \n \n \n \n \n \n\nInterest income\n \n \n8,267\n \n \n \n1,621\n \n\nInterest earned on investments held in Trust Account\n \n \n2,046,125\n \n \n \n-\n \n\nTotal other income\n \n \n2,054,392\n \n \n \n-\n \n\n**Income (Loss) before income taxes**\n \n \n978,206\n \n \n \n(16,018\n)\n\nIncome taxes provision\n \n \n-\n \n \n \n-\n \n\n**Net income (loss)**\n \n$\n978,206\n \n \n$\n(16,018\n)\n\n \n \n \n \n \n \n \n \n \n\nBasic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption\n \n \n5,353,644\n \n \n \n-\n \n\nBasic and diluted net income (loss) per share, ordinary shares subject to possible redemption\n \n$\n0.12\n \n \n$\n(0.00\n)\n\nBasic and diluted weighted average shares outstanding, non-redeemable ordinary shares(1)\n \n \n3,045,839\n \n \n \n2,898,000\n \n\nBasic and diluted net income (loss) per share, non-redeemable ordinary shares\n \n$\n0.12\n \n \n$\n(0.01\n)\n\n \n\n \n\n(1)\n\nOrdinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor\nto increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary\nshares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).\n\n \n\nAs a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares\nwere subject to forfeiture.\n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-4\n\n \n\n \n\n**QUANTUMSPHERE ACQUISITION CORPORATION**\n\n**STATEMENTS OF CHANGES IN\nSHAREHOLDERS’ (DEFICIT) EQUITY**\n\n \n\n**FOR THE YEAR ENDED MARCH 31, 2026**\n\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n**Ordinary Shares**\n \n \n**AdditionalPaid-in**\n \n \n**Accumulated**\n \n \n**TotalShareholders’(Deficit)**\n \n\n \n \n**Shares**\n \n \n**Amount**\n \n \n**Capital**\n \n \n**Deficit**\n \n \n**Equity**\n \n\n**Balance – April 1, 2025(1)**\n \n \n**2,898,000**\n \n \n**$**\n**290**\n \n \n**$**\n**24,710**\n \n \n**$**\n**(16,018**\n**)**\n \n**$**\n**8,982**\n \n\nIssuance of Private Placement Units\n \n \n228,650\n \n \n \n23\n \n \n \n2,286,477\n \n \n \n-\n \n \n \n2,286,500\n \n\nIssuance of Public Rights net of issuance costs of $102,558\n \n \n-\n \n \n \n-\n \n \n \n1,801,841\n \n \n \n-\n \n \n \n1,801,841\n \n\nRemeasurement of carrying value to redemption value\n \n \n-\n \n \n \n-\n \n \n \n(6,260,911\n)\n \n \n(2,046,125\n)\n \n \n(8,307,036\n)\n\nReclassification of negative additional paid-in capital to accumulated deficit\n \n \n-\n \n \n \n-\n \n \n \n2,147,883\n \n \n \n(2,147,883\n)\n \n \n-\n \n\nNet income\n \n \n-\n \n \n \n**-**\n \n \n \n-\n \n \n \n978,206\n \n \n \n978,206\n \n\n**Balance – March 31, 2026**\n \n \n**3,126,650**\n \n \n**$**\n**313**\n \n \n**$**\n**-**\n \n \n**$**\n**(3,231,820**\n**)**\n \n**$**\n**(3,231,507**\n**)**\n\n \n\n \n\n(1)\n\nOrdinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor\nto increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary\nshares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).\n\n \n\nAs a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares\nwere subject to forfeiture.\n\n \n\n**FOR THE PERIOD FROM JULY 23, 2024 (INCEPTION) THROUGH MARCH 31, 2025**\n\n \n\n \n \n**Ordinary Shares**\n \n \n**AdditionalPaid-in**\n \n \n**Accumulated**\n \n \n**TotalShareholders’**\n \n\n \n \n**Shares**\n \n \n**Amount**\n \n \n**Capital**\n \n \n**Deficit**\n \n \n**Equity**\n \n\n**Balance – July 23, 2024**\n \n \n**-**\n \n \n**$**\n**-**\n \n \n**$**\n**-**\n \n \n**$**\n**-**\n \n \n**$**\n**-**\n \n\nIssuance of Founder Shares to Sponsor(1)\n \n \n2,898,000\n \n \n \n290\n \n \n \n24,710\n \n \n \n-\n \n \n \n25,000\n \n\nNet loss\n \n \n-\n \n \n \n**-**\n \n \n \n-\n \n \n \n(16,018\n)\n \n \n(16,018\n)\n\n**Balance – March 31, 2025**\n \n \n**2,898,000**\n \n \n**$**\n**290**\n \n \n**$**\n**24,710**\n \n \n**$**\n**(16,018**\n**)**\n \n**$**\n**8,982**\n \n\n \n\n \n\n(1)\n\nOrdinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor\nto increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary\nshares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).\n\n \n\nAs a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares\nwere subject to forfeiture.\n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-5\n\n \n\n \n\n**QUANTUMSPHERE ACQUISITION CORPORATION**\n\n**STATEMENT OF CASH FLOWS**\n\n \n\n \n \n \n \n \n \n \n \n \n\n \n \n**For theYear EndedMarch 31,2026**\n \n \n**Period fromJuly 23, 2024(inception) throughMarch 31,2025**\n \n\n**Cash Flows from Operating Activities:**\n \n \n \n \n \n \n \n \n\nNet income (loss)\n \n$\n978,206\n \n \n$\n(16,018\n)\n\nAdjustments to reconcile net income (loss) to net cash used in operating activities:\n \n \n \n \n \n \n \n \n\nInterest earned on investments held in Trust Account\n \n \n(2,046,125\n)\n \n \n-\n \n\nChanges in operating assets and liabilities:\n \n \n \n \n \n \n \n \n\nPrepaid expenses and other current assets\n \n \n(116,333\n)\n \n \n(50,000\n)\n\nAccrued\nexpenses and other current liabilities\n \n \n233,747\n \n \n \n-\n \n\nOther receivable\n \n \n3,062\n \n \n \n(3,062\n)\n\n**Net cash used in operating activities**\n \n \n**(947,443**\n**)**\n \n \n**(69,080**\n**)**\n\n \n \n \n \n \n \n \n \n \n\n**Cash Flows from Investing Activities:**\n \n \n \n \n \n \n \n \n\nPurchase of investments held in Trust Account\n \n \n(82,800,000\n)\n \n \n-\n \n\n**Net cash used in investing activities**\n \n \n**(82,800,000**\n**)**\n \n \n**-**\n \n\n \n \n \n \n \n \n \n \n \n\n**Cash Flows from Financing Activities:**\n \n \n \n \n \n \n \n \n\nProceeds from sale of private units\n \n \n2,286,500\n \n \n \n-\n \n\nProceeds from Initial Public Offering\n \n \n82,800,000\n \n \n \n-\n \n\nPayment of underwriter fees\n \n \n(586,500\n)\n \n \n-\n \n\nProceeds from issuance of common stock to Sponsor\n \n \n-\n \n \n \n25,000\n \n\nPayment of offering costs\n \n \n(429,007\n)\n \n \n(91,563\n)\n\nProceeds from promissory note – related party\n \n \n10,000\n \n \n \n200,000\n \n\nRepayment of promissory note – related party\n \n \n(210,000\n)\n \n \n-\n \n\n**Net cash provided by financing activities**\n \n \n**83,870,993**\n \n \n \n**133,437**\n \n\n \n \n \n \n \n \n \n \n \n\n**Net Changes in Cash**\n \n \n**123,550**\n \n \n \n**64,357**\n \n\nCash – Beginning of period\n \n \n64,357\n \n \n \n-\n \n\n**Cash – End of period**\n \n**$**\n**187,907**\n \n \n**$**\n**64,357**\n \n\n \n \n \n \n \n \n \n \n \n\n**Supplemental Disclosure of Non-cash Financing Activities:**\n \n \n \n \n \n \n \n \n\nReclassification of negative additional paid-in capital to accumulated deficit\n \n$\n2,147,883\n \n \n$\n-\n \n\nIssuance of Public Rights net of issuance costs of $102,558\n \n$\n1,801,841\n \n \n$\n-\n \n\nRemeasurement of carrying value to redemption value\n \n$\n8,307,036\n \n \n$\n-\n \n\nDeferred underwriting fee payable\n \n$\n3,312,000\n \n \n$\n40,000\n \n\nPrior year deferred offering cost charged to additional paid-in capital\n \n$\n131,563\n \n \n$\n-\n \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nF-6\n\n \n\n \n\n**QUANTUMSPHERE ACQUISITION CORPORATION**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n \n\n**Note 1 — Organization, Business Operations**\n\n \n\nQuantumsphere Acquisition Corporation (the “Company” or “Quantumsphere”) is a blank check company incorporated under the laws of the Cayman Islands with limited liability on July 23, 2024. 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.\n\n \n\nAs of March 31, 2026, the Company had not commenced any operations. For the period from July 23, 2024 (inception) through March 31, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination. On October 3, 2025, the Company entered into a Merger Agreement with SACH Pte. Ltd. and related parties in connection with its proposed 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 dividend and/or interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected March 31 as its fiscal year end.\n\n \n\nThe Company’s sponsor is Whiteowl Holdings LLC (the “Sponsor”), a Delaware limited liability company.\n\n \n\nThe registration statement for the IPO was declared effective on August 5, 2025. On August 7, 2025, the Company consummated its IPO of 8,280,000 units (the “Public Units’), including the full exercise of the over-allotment option of 1,080,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $82,800,000. Simultaneously with the IPO, the Company sold to its Sponsor 228,650 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $2,286,500, which is described in Note 4.\n\n \n\nTransaction costs amounted to $4,459,070\nconsisting of $3,898,500\nof underwriting commissions, $586,500\nof which was paid in cash at the closing date of the IPO and $560,570\nof legal and other offering costs.\n\n \n\nThe Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).\n\n \n\nUpon the closing of the IPO, management has agreed that at least $10.00 per public share underlying Units sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Account in the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure to complete a Business Combination within the applicable period of time.\n\n \n\nF-7\n\n \n\n \n\nThe 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 $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 was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on August 7, 2025 in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”\n\n \n\nIf 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), and any Public Shares purchased during or after the IPO (other than Public Shares purchased outside of a redemption offer which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto) 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.\n\n \n\nNotwithstanding the foregoing, 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.\n\n \n\nThe 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 memorandum and articles of association 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.\n\n \n\nThe Company has 18 months from the consummation of the IPO, or February 7, 2027, to consummate its initial business combination (“Combination Period”). 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), 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.\n\n \n\nF-8\n\n \n\n \n\nThe Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete 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.\n\n \n\nIn 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 $10.00 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.\n\n \n\n**Merger Agreement**\n\n \n\nOn October 3, 2025, Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “Quantumsphere”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnivate Global Ltd., a Cayman Islands exempted company (“HoldCo”), SACH Pte. Ltd., a Singapore exempted company (“SACH”), QUMS Pubco Ltd., a Cayman Islands exempted company (“PubCo”), and SACH Merge Sub Ltd., a Cayman Islands exempted company (“Merger Sub”).\n\n \n\nIn connection with the proposed business combination described in the Merger Agreement, Pubco and Merger Sub were formed to facilitate the transaction. On the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Pubco, with Pubco surviving as the publicly listed company (the “SPAC Merger”). The remaining transactions contemplated by the Merger Agreement will be effected in accordance with the merger structure described therein. The SPAC Merger, the acquisition merger and the other transactions contemplated by the Merger Agreement are collectively referred to as the “Business Combination.”\n\n \n\nUnder the Merger Agreement, all of the issued and outstanding shares of SACH will be exchanged for newly issued ordinary shares of Pubco, and no cash consideration will be paid to SACH shareholders. The transaction values SACH at an equity value of approximately $300 million. Upon completion of the Business Combination, the existing shareholders of SACH will receive newly issued ordinary shares of Pubco based on the agreed valuation in the Merger Agreement, and the existing shareholders of the Company, including Whiteowl Holdings LLC, the sponsor of the Company, are expected to receive equity interests in Pubco pursuant to the terms of the Merger Agreement. The final ownership percentages will depend on the level of redemptions by the Company’s public shareholders and other transaction adjustments.\n\n \n\nThe closing of the Business Combination is subject\nto approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the\navailability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated\nwithout penalty upon written notice by either party under certain circumstances, including failure to obtain required regulatory approvals\ndespite using commercially reasonable efforts, a material adverse change affecting the other party, the failure of any closing condition\nthat is not within the reasonable control of the terminating party, or mutual agreement of the parties. The Merger Agreement may also\nbe terminated by the Purchaser Parties or the Company Group, as applicable, upon an uncured material breach by the other party of its\nrepresentations, warranties, agreements or covenants, subject to a 30-day cure period following notice of such breach. The Merger Agreement\ndoes not provide for any termination fees payable by either party solely as a result of such termination.\n\n \n\nThe Merger Agreement also provides for certain operation and maintenance funding arrangements to the Sponsor in three loans consisting of Sponsor Loan I, Sponsor Loan II and Sponsor Loan III (collectively, the “Sponsor Loans”) totaling $1.0 million. Each Sponsor Loan is documented by a promissory note issued by the Sponsor. If SACH and HoldCo fails to fund any of these loans by the applicable due date, such failure constitutes a material breach of the Merger Agreement. In such event, the non-breaching party may exercise its termination rights under the Merger Agreement, including seeking any applicable remedies as provided therein.\n\n \n\nF-9\n\n \n\n \n\nThe Sponsor may, in its sole discretion,\nrepay any of Sponsor Loan I, Sponsor Loan II, or Sponsor Loan III in cash or in Founder Shares valued at $10.00 per share (referred\nto as “Sponsor Promote Shares” in Section 8.8(d) of the Merger Agreement). Sponsor Loan I and II were fully funded\nin the amount of $250,000 each\ntime on October 9, 2025 and October 17, 2025, respectively. Sponsor Loan III was fully funded in the amount of $500,000 on\nJanuary 2, 2026. As of March 31, 2026, the Sponsor had not advanced any portion of the Sponsor Loans to the Company. The Company’s funding to date\nhas consisted of the net proceeds of the IPO and the Private Placement and the related-party Promissory Notes described in Note 5, which\nwere repaid in full upon the closing of the IPO; no Working Capital Loans had been drawn as of March 31, 2026.\n\n \n\nThe closing of the Business Combination is subject\nto approval by the shareholders of both the Company and SACH, regulatory approvals, satisfaction of customary closing conditions and the\navailability of minimum cash proceeds following any redemptions of the Company’s public shares. The Merger Agreement may be terminated\nwithout penalty upon written notice by either party under certain circumstances, including failure to obtain required regulatory approvals\ndespite using commercially reasonable efforts, a material adverse change affecting the other party, the failure of any closing condition\nthat is not within the reasonable control of the terminating party, or mutual agreement of the parties. The Merger Agreement may also\nbe terminated by the Purchaser Parties or the Company Group, as applicable, upon an uncured material breach by the other party of its\nrepresentations, warranties, agreements or covenants, subject to a 30-day cure period following notice of such breach. The Merger Agreement\ndoes not provide for any termination fees payable by either party solely as a result of such termination.\n\n \n\nSponsor Support Agreement\n\n \n\nWhiteowl Holdings LLC, the sponsor of the Company (the “Sponsor”),\nentered into a Sponsor Support Agreement pursuant to which it agreed to vote its shares of the Company in favor of the Merger Agreement\nand take certain other actions in support of the transaction.\n\n \n\nShareholder Support Agreement\n\n \n\nConcurrently with the execution of the Merger Agreement, certain shareholders of SACH entered into a support agreement with the Parent, pursuant to which each such shareholder of SACH agreed to vote in favor of the business combination, subject to the terms of such shareholder support agreement.\n\n \n\nLock-up Agreement\n\n \n\nIn connection with the transactions contemplated by the Merger Agreement, Quantumsphere, the Sponsor, PubCo, Whiteowl Holdings LLC, certain Company Shareholders, HoldCo and SACH entered into a Lock-Up Agreement, dated October 3, 2025. Pursuant to the Lock-Up Agreement, the applicable holders agreed not to transfer their Lock-Up Shares during the applicable lock-up period, subject to certain customary exceptions.\n\n \n\nWith respect to the Sponsor, the Whiteowl Holdings LLC and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $15.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property.\n\n \n\nWith respect to the Company Shareholders, HoldCo shareholders and their permitted transferees, the lock-up period begins on the closing date and ends on the earliest of (i) the date that is 365 days after the closing date, (ii) the date on which the closing trading price of PubCo ordinary shares equals or exceeds $12.00 per share, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, for any 20 trading days within any 30-trading day period at least 150 days after the closing date, or (iii) the consummation of a bona fide liquidation, merger, stock exchange, reorganization, tender offer, change of control or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo ordinary shares for cash, securities or other property.\n\n \n\nF-10\n\n \n\n \n\n**Going Concern Consideration**\n\n \n\nAs of March 31, 2026, the Company had $187,907 of cash and a working capital surplus of $43,556. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until February 7, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in 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,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.\n\n \n\n**Note 2 — Significant Accounting Policies**\n\n \n\n**Basis of Presentation**\n\n \n\nThe accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).\n\n \n\n**Emerging Growth Company Status**\n\n \n\nThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.\n\n \n\nFurther, 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.\n\n \n\nF-11\n\n \n\n \n\n**Use of Estimates**\n\n \n\nIn 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.\n\n \n\nMaking 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.\n\n \n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $187,907 and $64,357 in cash and none in cash equivalents as of March 31, 2026 and March 31, 2025, respectively.\n\n \n\n**Investments Held in Trust Account**\n\n \n\nAt March 31, 2026, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.\n\n \n\n**Concentration of Credit Risk**\n\n \n\nFinancial 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 an account.\n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.\n\n \n\n**Offering Costs**\n\n \n\nThe 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 $4,459,070 consisting principally of $3,898,500 underwriting fees and $560,570 legal and other expenses that were directly related to the IPO. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Rights and Private Placement Units were charged to shareholders’ equity, based on the classification of underlying financial instruments. shareholders’ equity upon the completion of the IPO.\n\n \n\nF-12\n\n \n\n \n\n**Ordinary Shares Subject to Possible Redemption**\n\n \n\nThe Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,280,000 ordinary shares (valued at $10 per share) sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Accordingly, as of March 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.\n\n \n\nAs of March 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:\n\n \n\nSchedule of ordinary shares subject to redemption\n \n \n \n \n \n \n \n \n\n \n \n**Shares**\n \n \n**Amount**\n \n\nGross proceeds from IPO\n \n \n8,280,000\n \n \n$\n82,800,000\n \n\nLess:\n \n \n \n \n \n \n \n \n\nProceeds allocated to Public Rights\n \n \n-\n \n \n \n(1,904,400\n)\n\nAllocation of offering costs related to redeemable shares\n \n \n-\n \n \n \n(4,356,511\n)\n\nPlus:\n \n \n \n \n \n \n \n \n\nRemeasurement of carrying value to redemption value\n \n \n-\n \n \n \n8,307,036\n \n\nOrdinary shares subject to possible redemption – March 31, 2026\n \n \n8,280,000\n \n \n$\n84,846,125\n \n\n \n\n**Net Income (Loss) Per Ordinary Share**\n\n \n\nThe Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of net income (loss) per redeemable share and net income (loss) per non-redeemable share following the two-class method of net income per share because redemption of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has elected to treat only the portion of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair value like a dividend. As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying value to redemption value.\n\n \n\nThe calculation of diluted net income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events. As of March 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.\n\n \n\nF-13\n\n \n\n \n\nThe net income (loss) per share presented in the statements of operations is based on the following:\n\n \n\nSchedule of statement of operation\n \n \n \n \n \n \n\n \n \n**For theYear EndedMarch 31,2026**\n \n \n**For thePeriod fromJuly 23, 2024(inception) through March 31,2025**\n \n\nNet income (loss)\n \n$\n978,206\n \n \n$\n(16,018\n)\n\n \n\nSchedule of net income per share\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n**For theYear EndedMarch 31,2026**\n \n \n**Period fromJuly 23, 2024(inception) throughMarch 31,2025**\n \n\n \n \n**RedeemableOrdinaryShares**\n \n \n**Non-redeemableOrdinaryShares**\n \n \n**RedeemableOrdinaryShares**\n \n \n**Non-redeemableOrdinaryShares**\n \n\nBasic and diluted net income (loss) per ordinary share\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nNumerator:\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nAllocation of net income (loss)\n \n$\n623,487\n \n \n$\n354,719\n \n \n$\n \n \n \n$\n(16,018\n)\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nDenominator:\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nBasic and diluted weighted average shares outstanding(1)\n \n \n5,353,644\n \n \n \n3,045,839\n \n \n \n-\n \n \n \n2,898,000\n \n\nBasic and diluted net income (loss) per ordinary share\n \n$\n0.12\n \n \n$\n0.12\n \n \n$\n(0.00\n)\n \n$\n(0.01\n)\n\n \n\n \n\n(1)\n\nOrdinary shares have been retroactively restated to reflect the first amendment to the Subscription Agreement, which allowed the Sponsor\nto increase the purchase of ordinary shares from 2,415,000 to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary\nshares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).\n\n \n\nAs a result of the underwriter’s full exercise of its over-allotment option to purchase 1,080,000 units on August 7, 2025, no shares\nwere subject to forfeiture.\n\n \n\n**Rights Accounting**\n\n \n\nThe Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding.\n\n \n\nF-14\n\n \n\n \n\nFor issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations.\n\n \n\nAs the rights to be issued upon the closing of the IPO and sale of Private Placement Units meet the criteria for equity classification under ASC 815, therefore, the rights are classified as equity.\n\n \n\n**Income Taxes**\n\n \n\nThe Company accounts for income taxes under ASC 740, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.\n\n \n\nASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.\n\n \n\nThe Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and 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.\n\n \n\nThe Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.\n\n \n\n**Recent Accounting Pronouncements**\n\n \n\nIn January 2025, the FASB issued ASU 2025-01,\nIncome Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU\n2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting\nperiods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance\nof ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that\nends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar\nyear-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim\nreporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear\nthat all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after\nDecember 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company\nis currently evaluating the impact of adopting ASU 2024-03, as clarified by ASU 2025-01, on its financial statement disclosures. The adoption\nis not expected to impact the Company’s financial position, results of operations, or cash flows, as the amendments relate to disclosure\nrequirements only.\n\n \n\nManagement does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.\n\n \n\nF-15\n\n \n\n \n\n**Note 3 — Initial Public Offering**\n\n \n\nOn August 7, 2025, the Company sold 8,280,000 Units (including full over-allotment of 1,080,000 units), at a price of $10.00 per Unit. Each Unit consists of one ordinary share, par value $0.0001 per share and one right (the “Public Right”). Each Public Right entitles the holder to purchase one-seventh (1/7) of one ordinary share upon the consummation of the Company’s initial Business Combination. The Company will not issue fractional shares.\n\n \n\n**Note 4 — Private Placement**\n\n \n\nSimultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 228,650 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $2,286,500. Each Private Unit was identical to the Public Units sold in the IPO, except that they are not registered under the Securities Act. Additionally, the Sponsor has agreed not to transfer, assign, or sell any of the private units or the securities underlying such private units at least 30 days following the consummation of our business combination.\n\n \n\nEach Private Unit consists of one ordinary share (“Private Share”) and one right (“Private Right”). Each Private Right will convert into one-seventh (1/7) of one ordinary share upon the consummation of a Business Combination. The proceeds from the Private Units were added to the proceeds from the IPO which were deposited 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.\n\n \n\n**Note 5 — Related Party Transactions**\n\n \n\n**Founder Shares**\n\n \n\nUpon the Company’s initial capitalization, the Sponsor subscribed for 2,875,000 ordinary shares of the Company. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of 2,415,000 ordinary shares for an aggregated consideration of $25,000, or approximately $0.0104 per ordinary share. As a result, the Sponsor surrendered 460,000 ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and as of that date, held the balance of 2,415,000 ordinary shares. On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000, of which 378,000 are subject to forfeiture. As a result of the underwriter’s full excise of its over-allotment option on August 7, 2025, no shares are subject to forfeiture.\n\n \n\nThe 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 the Company completes a liquidation, merger, stock exchange or other similar transaction after its 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. 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.\n\n \n\n**Advances - Related Party**\n\n \n\nPrior to the closing of the IPO, the Company advanced $165,000 to the Sponsor for the purchase of a two-year Directors and Officers Liability policy with a total premium of $145,000 and a vendor retainer payment of $20,000. The $20,000 vendor retainer was paid during the quarter ended September 30, 2025, and the remaining $145,000 insurance premium was paid subsequent to September 30, 2025.\n\n \n\nF-16\n\n \n\n \n\n**Promissory Note — Related Party**\n\n \n\nOn March 9, 2025 and July 22, 2025, the Sponsor agreed to loan the Company an aggregate amount of $200,000 and $500,000, respectively, to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). The Promissory Notes are unsecured, interest-free and due on the date on which the Company closes the IPO. The outstanding loan balance of $210,000 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on August 7, 2025. The Promissory Notes have been retired and are no longer available for further drawdowns. As of March 31, 2026 and March 31, 2025, the Company had $0 and $200,000 outstanding loan balance under the Promissory Notes, respectively.\n\n \n\n**Working Capital Loans**\n\n \n\nIn addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors, or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans (“Working Capital Loans”) may be convertible into private units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Private Placement Units.\n\n \n\nAs of March 31, 2026 and 2025, the Company had no borrowings under the Working Capital Loans.\n\n \n\n**Administrative Services Agreement**\n\n \n\nThe Company entered into an Administrative Services Agreement with the Sponsor on August 5, 2025, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $15,000 per month for office space and administrative and support services. For the year ended March 31, 2026, the Company incurred $120,000 of administrative service fees, of which $75,000 was paid and $45,000\nremained accrued and included in accrued expenses on the accompanying balance sheet as of March 31, 2026. The Company did not incur any administrative fees during fiscal year ended March 31, 2025.\n\n \n\n**Note 6 — Commitments and Contingencies**\n\n \n\n**Risks and Uncertainties**\n\n \n\nVarious social and political circumstances in the U.S. and around the world (including tariffs, rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.\n\n \n\nAs a result of these circumstances and the ongoing 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 potential future sanctions on the world economy and the specific impact on the Company’s financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\nF-17\n\n \n\n \n\n**Registration Rights**\n\n \n\nThe holders of the Founder Shares issued and outstanding as of March 31, 2026, 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 demands that the Company register such securities. Both the holders of the Founder Shares and the holders of the private units as well as shares issued in payment of working capital loans made to the Company, if applicable, will have the ability to elect to exercise these registration rights at any time after the consummation of 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.\n\n \n\n**Underwriting Agreement**\n\n \n\nThe Company had granted SPAC Advisory Partners (“SAP”), the representative of the underwriters, a 45-day option from the date of the registration statement to purchase up to 1,080,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter fully excised its over-allotment option on August 7, 2025.\n\n \n\nThe underwriters were paid a cash underwriting discount of 0.71% of the gross proceeds of the IPO, or $586,500 including the full excise of over-allotment option by the underwriter. In addition, the underwriter is entitled to a deferred fee of 4.0% of the gross proceeds of the IPO, or $3,312,000, which will be paid upon the closing of a Business Combination solely from amounts remaining in the Trust Account following all properly submitted shareholder redemption in connection with the consummation of the initial Business Combination and such deferred fee shall be capped at such amount so remaining in the Trust Account.\n\n \n\nOn March 3, 2026, the Company entered into Amendment\nNo. 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory Partners, LLC (f/k/a SPAC Advisory Partners),\na division of Kingswood Capital Partners LLC, as representative of the several underwriters (the “Representative”), and Kingswood\nCapital Partners LLC.\n\n \n\nThe Amendment amends that certain Underwriting\nAgreement, dated August 5, 2025, by and between the Company, the Representative, and Kingswood Capital Partners LLC, to revise the calculation\nand payment terms of the deferred underwriting commission.\n\n \n\nPursuant to the Amendment, the Deferred Underwriting\nCommission will be payable from the trust account upon consummation of the Company’s initial business combination and equals 4.00%\nof the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the\ntrust account after giving effect to all properly submitted redemptions in connection with the initial business combination. The Amendment\nalso clarifies that the underwriters may waive the Deferred Underwriting Commission prior to the consummation of the Company’s initial\nbusiness combination.\n\n \n\n**Right of First Refusal**\n\n \n\nThe Company has granted SAP a right of first refusal for a period commencing from the consummation of the IPO until the earlier of (i) 10 months after the consummation of the initial business combination (or the liquidation of the Trust Account in the event that the Company fails to consummate its initial business combination within the prescribed time period) or (ii) 36 months after the consummation of the IPO in accordance with FINRA Rule 5110(g)(6)(A) to act as lead financial advisor, capital markets advisor, underwriter and/or private placement agent in connection with any initial business combination or in connection with any financing that occurs between the closing of the IPO and the date that is the earlier of (i) 10 months after the closing of the initial business combination or (ii) 36 months after the consummation of the IPO.\n\n \n\nF-18\n\n \n\n \n\n**Finder’s Fee Agreement**\n\n \n\nOn August 8, 2025, the Company entered\ninto a Finder’s Engagement Agreement with Aspira Capital Consulting LTD (the “Finder”), pursuant to which the Finder\nhas been engaged on a nonexclusive basis to introduce potential target businesses to the Company in connection with a potential initial\nbusiness combination. Under the terms of the agreement, the Company agreed to pay the Finder a one-time non-refundable retainer fee of\n$300,000 upon\nexecution of the agreement and, upon the successful closing of a business combination, a success fee of $3,500,000.\nThe Finder will also be entitled to reimbursement, on a monthly basis, of reasonable out-of-pocket expenses, subject to an aggregate\ncap of $150,000 without\nthe Company’s prior written approval. The Company acknowledges and agrees that the Finder is not a registered broker-dealer under\nU.S. securities laws, and is not acting as a broker-dealer in connection with the transaction. On February 21, 2026, the Company,\nthe Finder and SACH Pte. Ltd. (the “Target”) entered into Amendment No. 1 to the Finder’s Agreement, pursuant\nto which the parties agreed that the $3,500,000\nsuccess fee will be satisfied in full through the issuance by the Target of 1,200,000\nordinary shares to the Finder at the closing of the business combination, with no cash payment owed by the Company. The Target acknowledged\nthe Finder as the procuring cause of the transaction and assumed the obligation to issue such shares. As of March 31, 2026,\nthe retainer fee of $300,000 had\nbeen paid in full, and there was no outstanding balance.\n\n \n\n**Note 7 — Shareholders’ (Deficit) Equity**\n\n \n\n**Ordinary shares** — The Company is authorized to issue up to 500,000,000 ordinary shares, par value $0.0001 per share. Holders of 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. Upon the Company’s initial capitalization, the Sponsor subscribed for 2,875,000 ordinary shares of the Company. On March 9, 2025, the Company entered into a subscription agreement with the Sponsor for the purchase of 2,415,000 ordinary shares for an aggregated consideration of $25,000, or approximately $0.0104 per ordinary share. As a result, the Sponsor surrendered 460,000 ordinary shares for no consideration to the Company for the cancellation on May 6, 2025 and, as of that date, held the balance of 2,415,000 ordinary shares. On August 5, 2025, the Sponsor and the Company entered into the first amendment to the subscription agreement, pursuant to which the number of founder shares was increased to 2,898,000. At March 31, 2026 and March 31, 2025, there were 3,126,650 (including the purchase of 228,650 Private Units) and 2,898,000 (retroactively restated to reflect the additional share purchase by the Sponsor) ordinary shares issued and outstanding, respectively.\n\n \n\n**Rights**— Each holder of a right will receive one-seventh (1/7) of one 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 ordinary share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary shares 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).\n\n \n\nIf 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, the rights may expire worthless.\n\n \n\nF-19\n\n \n\n \n\n**Note 8 — Fair Value Measurements**\n\n \n\nThe 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:\n\n \n\nLevel 1:\nQuoted 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.\n\n \n \n\nLevel 2:\nObservable 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.\n\n \n \n\nLevel 3:\nUnobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.\n\n \n\nThe following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2026 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.\n\n \n\nSchedule of fair value hierarchy of the valuation\n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n**March 31,2026**\n \n \n**Quoted Prices inActive Markets(Level 1)**\n \n \n**Significant OtherObservable Inputs(Level 2)**\n \n \n**Significant OtherUnobservable Inputs(Level 3)**\n \n\n**Assets**\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nInvestments held in Trust Account\n \n$\n84,846,125\n \n \n$\n84,846,125\n \n \n \n-\n \n \n \n-\n \n\n \n\nThe\nrights issued in connection with the IPO and the Private Placement are classified as equity (see Note 2). At issuance on August 7,\n2025, $1,904,400 of\nthe proceeds of the IPO was allocated to the public rights on a relative fair value basis, as reflected in the reconciliation of ordinary\nshares subject to possible redemption included in Note 2. The rights are not subsequently remeasured at fair value.\n\n \n\nThe following table presents the fair value hierarchy level of the valuation inputs utilized to determine the fair\nvalue of the Public Rights at issuance:\n\n \n\nSchedule of fair\nvalue of the Public Rights at issuance \n   \n  \n\n  \nLevel  \nAugust 7,\n2025 \n\nEquity: \n   \n  \n\nFair value of Public Rights for ordinary shares subject to possible redemption allocation \n 3  \n$1,904,400 \n\n \n\nThe\nfair value of the Public Rights was determined using an iterative analysis based on market comparables. The Public Rights have been classified\nwithin shareholders’ equity and will not require remeasurement after issuance. The following table presents the quantitative information\nregarding market assumptions used in the valuation of Public Rights:\n\n \n\nSchedule of market assumptions used in the valuation of Public Rights \n   \n\n  \nAugust 7,\n2025 \n\nFair value of common share \n$9.77 \n\nMarket implied business combination likelihood \n 16.8%\n\nFair value per share right \n$0.23 \n\n \n\n**Note 9 — Segment Information**\n\n \n\nASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements.\n\n \n\nThe Company’s chief operating decision maker has been identified as the Chief Executive Officer and Chairman (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The Company’s CODM does not review assets by segment in her evaluation and therefore assets by segment are not disclosed below.\n\n \n\nF-20\n\n \n\n \n\nWhen evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:\n\n \n\nSchedule of of segment information\n \n \n \n \n \n \n\n \n \n**For theYear EndedMarch 31,2026**\n \n \n**For thePeriod fromJuly 23, 2024(inception) throughMarch 31,2025**\n \n\nGeneral and administrative expenses\n \n$\n1,076,186\n \n \n$\n17,639\n \n\nInterest earned on investments held in Trust Account\n \n$\n2,046,125\n \n \n$\n-\n \n\n \n\nThe 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.\n\n \n\n**Note 10 — Subsequent Events**\n\n \n\nThe Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued. Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.\n\n \n\nF-21"}