{"url_path":"/sec/uysc/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":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","accession_number":"0001185185-26-002932","cik":"0002036973","ticker":"UYSC","issuer_name":"UY Scuti Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036973/0001185185-26-002932-index.html","primary_entity_key":"0002036973","primary_entity_name":"UY Scuti Acquisition Corp."},"word_count":12301,"has_tables":true,"body_markdown":"**ITEM\n16. Form 10-K Summary**\n\n \n\nNone.\n\n \n\n105\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Signatures**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to\nbe signed on its behalf by the undersigned, thereunto duly authorized as of July 14, 2026.\n\n \n\n \n**UY\nSCUTI ACQUISITION CORP.**\n\n \n \n\n \nBy:\n/s/\nJialuan Ma\n\n \n \nJialuan\nMa\n\n \n \nChief\nExecutive Officer and Director\n\n \n \n(Principal\nExecutive Officer)\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nregistrant and in the capacities and on the dates indicated.\n\n \n\n**Signature**\n \n**Capacity**\n \n**Date**\n\n \n \n \n \n \n\n/s/\nJialuan Ma\n \nChief\nExecutive Officer and Director\n \nJuly\n14, 2026\n\nJialuan\nMa\n \n*(Principal\nExecutive Officer)*\n \n \n\n \n \n \n \n \n\n/s/\nJiawen Zhao\n \nChief\nFinancial Officer, Chief Investment Officer and Director\n \nJuly\n14, 2026\n\nJiawen\nZhao\n \n*(Principal\nFinancial Officer)*\n \n \n\n \n \n \n \n \n\n/s/\nSze Wai Lee\n \nDirector\n \nJuly\n14, 2026\n\nSze\nWai Lee\n \n \n \n \n\n \n \n \n \n \n\n/s/\nDaniel John Paul Peart\n \nDirector\n \nJuly\n14, 2026\n\nDaniel\nJohn Paul Peart\n \n \n \n \n\n \n \n \n \n \n\n/s/\nYan Liang\n \nDirector\n \nJuly\n14, 2026\n\nYan\nLiang\n \n \n \n \n\n \n\n106\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY\nScuti ACQUISITION CORP.**\n\n** **\n\n**INDEX\nTO FINANCIAL STATEMENTS**\n\n \n\n**CONTENTS**   **PAGE(S)**\n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 3487)](#f_001)   F-2\n\n[BALANCE SHEETS AS OF MARCH 31, 2026 AND 2025](#fi_001)   F-3\n\n[STATEMENTS OF OPERATIONS FOR FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025](#fi_002)   F-4\n\n[STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025](#fi_003)   F-5\n\n[STATEMENTS OF CASH FLOWS FOR FISCAL YEARS ENDED MARCH 31, 2026 AND MARCH 31, 2025](#fi_004)   F-6\n\n[NOTES TO THE FINANCIAL STATEMENTS](#fi_005)   F-7\n\n \n\nF-1\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Report\nof Independent Registered Public Accounting Firm**\n\n \n\nTo the Board of Directors and Shareholders of\n\nUY Scuti Acquisition Corp.\n\n \n\n**Opinion on the Financial Statements**\n\n** **\n\nWe have audited the accompanying\nbalance sheets of UY Scuti Acquisition Corp. (the “Company”), as of March 31, 2026 and 2025, and the related statements of\noperations, changes in shareholders’ deficit, and cash flows for the years ended March 31, 2026 and 2025 and the related notes (collectively\nreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,\nthe financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years\nended March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S.\nGAAP”).\n\n \n\n**Material Uncertainty Related to Going Concern **\n\n** **\n\nThe accompanying financial\nstatements have been prepared assuming that the Company will continue as a going concern. As reported in Note 1 to the financial statements,\nthe Company had an accumulated deficit of $2,027,528 and negative cash flow of $843,315 in operating activities during the year ended\nMarch 31, 2026. As of that date, the Company had a working capital deficit of $1,052,099 and shareholders’ deficit of $1,036,501.\nThese events or conditions indicate the existence of material uncertainty which may cast significant doubt on the Company’s ability\nto continue as going concern. The financial statements have been prepared on the going concern basis as management of the Company has\nevaluated and concluded that the management’s plans in regard to these matters are described in Note 1. Notwithstanding management’s\nbelief that the Company would have sufficient funds to execute its business strategy, there is a possibility that the business combination\nmight not happen within the 12-month period from the issuance date of these financial statements. These conditions indicate the existence\nof a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern and therefore\nthey may not be able to realize their assets and discharge their liabilities in the normal course of business. The financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect of this\nmatter.\n\n \n\n**Basis for Opinion**\n\n** **\n\nThese financial statements\nare the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial\nstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United\nStates) (PCAOB) and are required to be independent with respect to the Company’s in accordance with the U.S. federal securities\nlaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits\nin accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance\nabout whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required\nto have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required\nto obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness\nof the Company internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing\nprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the\nfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,\nas well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for\nour opinion.\n\n \n\n/s/ Audit Alliance LLP  \n\n \n\nWe have served as the Company’s auditor\nsince 2025.\n\n \n\nSingapore \n\nJuly\n14, 2026\n\n  \n\nF-2\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY SCUTI ACQUISITION CORP.**\n\n**BALANCE SHEETS**\n\n \n\n  \nAs of\nMarch 31 \n\n  \n2026  \n2025 \n\nAssets \n   \n  \n\nCash and cash equivalents \n$8,846  \n$17,221 \n\nDeferred offering costs \n -  \n 222,095 \n\nTotal Assets \n$8,846  \n$239,316 \n\n  \n    \n   \n\nNon-current asset \n    \n   \n\nCash held in Trust Account \n 60,147,604  \n - \n\nTotal non-current Asset \n 60,147,604  \n - \n\n  \n    \n   \n\nTotal Assets \n 60,156,450  \n 239,316 \n\n  \n    \n   \n\nLiabilities and Shareholders’ Deficit \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccrued expenses \n 177,544  \n 40,000 \n\nPromissory Note - Related party \n 313,401  \n 337,584 \n\nExtension Payment Loan \n 450,000  \n - \n\nDue to related parties \n 120,000  \n - \n\nTotal Current Liabilities \n$1,060,945  \n$377,584 \n\n  \n    \n   \n\nCommitments and Contingencies – (see Note 6) \n    \n   \n\n  \n    \n   \n\nOrdinary shares subject to possible redemption, 5,750,000 and nil shares issued and outstanding at redemption value of $10.46 and nil as of March 31, 2026 and 2025, respectively.\n\n \n 60,132,006  \n - \n\n  \n    \n   \n\nShareholders’ Deficit \n    \n   \n\nPreference shares, $0.0001 par value; 10,000,000 shares authorized; nil and nil shares issued and outstanding as of March 31, 2026 and 2025, respectively.\n\n \n -  \n - \n\nOrdinary shares, $0.0001 par value; 490,000,000 shares authorized; 1,908,348 and 1,437,500 shares issued and outstanding (excluding 5,750,000 shares subject to redemption) as of March 31, 2026 and, 2025, respectively*. \n 191  \n 144 \n\nAdditional paid-in capital \n 990,836  \n 24,856 \n\nAccumulated deficit \n (2,027,528) \n (163,268)\n\nTotal Shareholders’ Deficit \n (1,036,501) \n (138,268)\n\nTotal Liabilities, Ordinary shares subject to possible redemption and Shareholders’ Deficit \n$60,156,450  \n$239,316 \n\n \n\n*Includes an aggregate of up to\n187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters as\nof March 31, 2025. As a result of the underwriter’s full exercise of its over-allotment option on April 7 and April 9, 2025, no\nFounder Shares are currently subject to forfeiture as of March 31, 2026. (see Note 5).\n\n \n\nThe accompanying notes are an integral part of\nthese financial statements.\n\n  \n\nF-3\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY SCUTI ACQUISITION CORP.**\n\n**STATEMENTS OF OPERATIONS**\n\n** **\n\n  \n\n**For the fiscal year ended**\n\n**March 31,**\n \n\n  \n2026  \n2025 \n\n  \n   \n  \n\nOperating expenses \n$1,414,260  \n$156,520 \n\nLoss from Operations \n$(1,414,260) \n$(156,520)\n\nOther income: \n    \n   \n\nInterest earned on cash held in Trust Account \n 2,197,604  \n - \n\nIncome (loss) before income taxes \n 783,344  \n (156,520)\n\nIncome taxes expense \n -  \n - \n\nNet income (loss) \n$783,344  \n$(156,520)\n\n  \n    \n   \n\nOther comprehensive income \n$-  \n$- \n\nComprehensive income (loss) \n$783,344  \n$(156,520)\n\n  \n    \n   \n\nBasic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares \n 1,907,508  \n 1,250,000 \n\nBasic and diluted net loss per ordinary share, non-redeemable ordinary shares \n$(0.99) \n$(0.13)\n\nBasic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares \n 5,735,481  \n - \n\nBasic and diluted net income per ordinary share, redeemable ordinary shares \n$0.46  \n$- \n\n \n\nThe accompanying notes are an integral part of\nthese financial statements.\n\n  \n\nF-4\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY SCUTI ACQUISITION CORP.**\n\n**STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT\nFOR THE FISCAL YEAR ENDED MARCH 31, 2026 AND 2025** \n\n \n\n  \n   \n   \n  \n   \nTotal \n\n  \nOrdinary Shares  \nAdditional\n\nPaid-in  \nAccumulated  \nShareholders’ \n\n  \nShares  \nAmount  \nCapital  \nDeficit  \nEquity (Deficit) \n\nBalance as of March 31, 2024 \n 1,437,500  \n$144  \n$24,856  \n (6,748) \n$18,252 \n\nNet loss \n -  \n -  \n -  \n (156,520) \n (156,520)\n\nBalance as of March 31, 2025 \n 1,437,500  \n$144  \n$24,856  \n$(163,268) \n$(138,268)\n\nProceeds allocated to Public Rights \n -  \n -  \n 5,387,388  \n -  \n 5,387,388 \n\nSale of private placement shares \n 240,848  \n 24  \n 2,408,456  \n -  \n 2,408,480 \n\nIssuance of representative shares \n 230,000  \n 23  \n 2,112,577  \n -  \n 2,112,600 \n\nUnderwriters’ discount and other offering expenses \n -  \n -  \n (3,264,646) \n -  \n (3,264,646)\n\nAccretion of carrying value to redemption value \n -  \n -  \n (5,677,795) \n -  \n (5,677,795)\n\nSubsequent measurement of ordinary shares subject to redemption (interest and dividends earned on trust account) \n -  \n -  \n -  \n (2,197,604) \n (2,197,604)\n\nSubsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension) \n -  \n -  \n -  \n (450,000) \n (450,000)\n\nNet income \n -  \n -  \n -  \n 783,344  \n 783,344 \n\nBalance as of March 31, 2026 \n 1,908,348  \n$191  \n$990,836  \n$(2,027,528) \n$(1,036,501)\n\n \n\n \n(1)\nIncludes an aggregate of up to 187,500 ordinary shares subject to forfeiture\nif the over-allotment option is not exercised in full or in part by the underwriters as of March 31, 2025. As a result of the underwriter’s\nfull exercise of its over-allotment option on April 7 and April 9, 2025, no Founder Shares are currently subject to forfeiture as\nof March 31, 2026. (see Note 5).\n\n \n\nThe accompanying notes are an integral part of\nthese financial statements.\n\n  \n\nF-5\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY SCUTI ACQUISITION CORP.**\n\n**STATEMENTS OF CASH FLOWS**\n\n \n\n \n \nFor the Fiscal Year\nEnded March 31,\n \n\n \n \n2026\n \n \n2025\n \n\nCash Flows from Operating Activities:\n \n \n \n \n \n \n\nNet income (loss)\n \n \n783,344\n \n \n \n(156,520\n)\n\nAdjustments to reconcile net cash used in operating activities:\n \n \n \n \n \n \n \n \n\nFormation and operating costs paid by Sponsor\n \n \n313,401\n \n \n \n57,336\n \n\nAmortization of prepaid expenses\n \n \n485,833\n \n \n \n-\n \n\nInterest earned on investments held in Trust Account\n \n \n(2,197,604\n)\n \n \n-\n \n\nChanges in operating assets and liabilities\n \n \n \n \n \n \n \n \n\nPrepaid expenses\n \n \n(485,833\n)\n \n \n-\n \n\nAccrued expenses\n \n \n137,544\n \n \n \n-\n \n\nDue to Sponsor\n \n \n120,000\n \n \n \n-\n \n\nNet cash used in operating activities\n \n \n(843,315\n)\n \n \n(99,184\n)\n\n \n \n \n \n \n \n \n \n \n\nCash Flows from Investing Activity:\n \n \n \n \n \n \n \n \n\nInvestment of cash in trust account\n \n \n(57,500,000\n)\n \n \n-\n \n\nNet cash used in investing activity\n \n \n(57,500,000\n)\n \n \n-\n \n\n \n \n \n \n \n \n \n \n \n\nCash Flows from Financing Activities:\n \n \n \n \n \n \n \n \n\nProceeds from promissory note payable - related party\n \n \n-\n \n \n \n300,000\n \n\nRepayment of promissory note payable - related party\n \n \n(337,584\n)\n \n \n(79,000\n)\n\nProceeds from sale of public units through public offerings, net of underwriters’ discount\n \n \n56,493,744\n \n \n \n-\n \n\nProceeds from ordinary shares issued in private placement\n \n \n2,408,480\n \n \n \n-\n \n\nPayment of deferred offering costs\n \n \n(229,700\n)\n \n \n(104,595\n)\n\nNet cash generated by financing activities\n \n \n58,334,940\n \n \n \n116,405\n \n\n \n \n \n \n \n \n \n \n \n\nNet change in cash\n \n \n(8,375\n)\n \n \n17,221\n \n\nCash at beginning of year\n \n \n17,221\n \n \n \n-\n \n\nCash at end of the year\n \n$\n8,846\n \n \n$\n17,221\n \n\n \n \n \n \n \n \n \n \n \n\nSupplemental Disclosure of Non-cash Activities\n \n \n \n \n \n \n \n \n\nInitial classification of ordinary shares subject to possible redemption\n \n$\n5,387,388\n \n \n$\n-\n \n\nAllocation of offering costs to ordinary shares subject to possible redemption\n \n$\n306,005\n \n \n$\n-\n \n\nRepresentative shares issued and charged to offering costs\n \n$\n2,112,600\n \n \n$\n-\n \n\nAccretion of ordinary shares subject to redemption value\n \n$\n(5,677,795\n)\n \n$\n-\n \n\nSponsor Subsequent measurement of ordinary shares subject to redemption (additional funding for business combination extension)\n \n$\n450,000\n \n \n$\n-\n \n\nDeferred offering costs included in accrued expenses\n \n$\n-\n \n \n$\n40,000\n \n\nDeferred offering cost paid by Sponsor\n \n$\n-\n \n \n$\n27,500\n \n\nPaid off the advances from Sponsor balance by drawing down on the promissory note\n \n$\n-\n \n \n$\n89,248\n \n\n \n\nThe accompanying notes are an integral part of\nthese financial statements.\n\n \n\nF-6\n\n[Table of Contents](#TableOfContents)\n\n \n\n**UY SCUTI ACQUISITION CORP.**\n\n**NOTES TO THE FINANCIAL STATEMENTS** \n\n**Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION**\n\n \n\nUY Scuti Acquisition Corp. (the “Company”),\nis a blank check company incorporated under the laws of the Cayman Islands with limited liability on January 18, 2024. The Company\nwas formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business\ncombination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular\nindustry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and,\nas 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\nany operations. All activities through March 31, 2026 are related to the Company’s formation and the initial public offering (“IPO”)\ndescribed below, and subsequent to the IPO, identifying a target company for a Business Combination, entering into the Merger Agreement\n(as defined below) with Isdera Group Limited, and taking actions in connection with the business combination contemplated by the Merger\nAgreement.. The Company generated non-operating income in the form of dividend and/or interest income from the proceeds derived from the\nIPO 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 UY Scuti Investments\nLimited (the “Sponsor”), a British Virgin Islands company. The Company’s ability to commence operations was contingent\nupon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the Sponsor (see\nNote 4).\n\n \n\nThe registration statement for the Company’s\nIPO was declared effective on March 31, 2025. On April 1, 2025, the Company consummated its IPO of 5,000,000 units (the “Public\nUnits”), which is described in Note 3. Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per\nshare (“Ordinary Share”) and one right to receive one-fifth (1/5th) of one Ordinary Share upon the consummation of an initial\nbusiness combination (“Right”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross\nproceeds of $50,000,000.\n\n \n\nSimultaneously with the closing of the IPO on\nApril 1, 2025, the Company consummated the private placement (“Private Placement”) with UY Scuti Investments Limited, its\nSponsor, of 227,500 units (the “Initial Private Units”) at a price of $10.00 per Private Unit, generating total gross proceeds\nof $2,275,000, which is described in Note 4. The Company also issued to Maxim Group LLC, the representative of the underwriter, 200,000\nordinary shares (the “Representative Shares”) on the closing of the IPO.\n\n  \n\nIn connection with the IPO, the underwriters\nwere granted a 45-day option (the “Over-Allotment Option”) to purchase up to 750,000 additional units to cover over-allotments\n(the “Option Units”), if any. On April 7, 2025, the underwriter exercised the over-allotment option in part to purchase an\nadditional 357,622 Option Units of the Company (the “Over-Allotment Option”) at an offering price of $10.00 per Option Unit\nof the Company, generating gross proceeds of $3,576,220 which was deposited into the Trust Account. In addition, on April 9, 2025, the\nunderwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional 392,378 Option Units of the Company\nat an offering price of $10.00 per Option Unit, for gross proceeds of $3,923,780, which amount was deposited into the Trust Account,\nwhich is described in Note 3.\n\n \n\nSimultaneously with the issuance and sales of\nthe Option Units, the Company completed a private placement sale of additional 13,348 units (the “Additional Private Units”\nand together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $10.00\nper Additional Private Unit, generating gross proceeds of $133,480, including the cancellation of $62,580 of indebtedness. In connection\nwith the issuance and sales of the Option Units, the Company issued additional 30,000 Representative Shares to the Representative. The\nfair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718,\n“Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs.\n\n  \n\nAs of April 9, 2025, an aggregate of $57,500,000\nwas been deposited in the Trust Account established in connection with the IPO.\n\n \n\nTransaction costs associated with the IPO and exercise\nof Over-Allotment Option amounted to $3,570,651, consisting of $1,006,256 and $2,112,600 of underwriting commissions which were paid in\ncash and representative shares (230,000 ordinary shares) at the closing date of the IPO, respectively and $ 451,795 of other offering\ncosts. At the IPO date, cash of $809,914 (which is net of funds used to repay the outstanding balance of the Promissory Note described\nin Note 5) was held outside of the Trust Account (as defined below) and available for working capital purposes.\n\n \n\nF-7\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe Company’s management has broad discretion\nwith respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of\nthe net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company\nwill be able to complete a business combination successfully.\n\n \n\nThe Company’s initial Business Combination\nmust occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in\nthe Trust Account (as defined below) (excluding income taxes payable on the interest earned) at the time of the agreement to enter into\nthe initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns\nor acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient\nfor the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as\namended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination\nsuccessfully.\n\n \n\nUpon the closing of the IPO, management has agreed\nthat $10.00 per Unit sold in the IPO, including a portion of the proceeds of the sale of the Private Units, will be held in a trust account\n(“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment\nCompany Act of 1940, with a maturity of 185 days or less, or in money market funds meeting certain conditions of Rule 2a-7 of the Investment\nCompany Act of 1940 which invest only in direct U.S. government treasury obligations, as determined by the Company. The proceeds from\nthis offering held in the trust account will not be released from the trust account (1) to the Company, until the completion of the initial\nbusiness combination, or (2) to public shareholders, until the earliest of: (a) the completion of the initial Business Combination, (b)\nthe redemption of any ordinary shares sold as part of the units in the IPO (the “public shares”) properly submitted in connection\nwith a shareholder vote to amend the Company’s second amended and restated memorandum and articles of association (A) to modify\nthe substance or timing of the Company’s obligation to provide holders of the Company’s ordinary shares the right to have\ntheir shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public\nshares if the Company does not complete the initial business combination within 12 months from the closing of this offering or, after\ngiving effect to the amendment to the Company’s amended and restated memorandum and articles of association approved on March 31,\n2026, up to 24 months from the closing of the initial public offering (an “Extension Period”) or (B) with respect to any other\nprovision relating to the rights of holders of the Company’s ordinary shares, and (c) the redemption of the Company’s public\nshares if it has not consummated the business combination within 24 months from the closing of the IPO or during any Extension Period,\nsubject to applicable law. Public shareholders who redeem their ordinary shares in connection with a shareholder vote described in clause\n(b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business\ncombination or liquidation if the Company has not consummated an initial business combination within 24 months from the closing of the\nIPO, with respect to such ordinary shares so redeemed. The proceeds deposited in the trust account could become subject to the claims\nof the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.\n\n \n\nThe ordinary shares subject to redemption will\nbe recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards\nCodification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed\nwith a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination\nand, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business\nCombination. After giving effect to the amendment to the Company’s amended and restated memorandum and articles of association approved\non March 31, 2026, the Company will have only 24 months from the closing of the IPO, including the Extension Period to complete the initial\nBusiness Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within\nthe Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably\npossible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously\nreleased to the Company for working capital purposes or to pay the Company’s taxes, divided by the number of then outstanding public\nshares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive\nfurther liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval\nof the Company’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s\nobligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no\nredemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company\nfails to complete the Business Combination within the Combination Period.\n\n \n\nThe Company will provide its public shareholders\nwith the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in\nconnection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.\n\n \n\nF-8\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe Company has determined not to consummate\nany Business Combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being\nsubject to Rule 419 promulgated under the Securities Act. However, if the Company seeks to consummate an initial Business Combination\nwith a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available\nfrom the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s\nability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and\nmay force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all. As a result,\nthe Company may not be able to consummate such initial Business Combination and the Company may not be able to locate another suitable\ntarget within the applicable time period, if at all.\n\n \n\nPursuant to the terms of the Company’s amendment\nto the Company’s Amended and Restated Memorandum and Articles of Association and amendment to the Investment Management Trust Agreement\ndated March 31, 2025 between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”) approved\nat the extraordinary general meeting held on March 31, 2026 (the “Extraordinary General Meeting”), in order to extend the\ntime available for the Company to consummate its initial Business Combination, its sponsor or its affiliates or designees must deposit\nan aggregate of $450,000 on or prior to the date of the applicable deadline, for each three-month extension.\n\n \n\nOn July 18, 2025, the Company entered into an\nAgreement and Plan of Merger (the \"Merger Agreement\") with Isdera Group Limited, a Cayman Islands company (“Isdera”),\na company that shall become the parent company of Xinghui Automotive Technology (Hainan) Co., Ltd, a company in the business of designing\nautomobiles in the People’s Republic of China (“Xinghui Automotive Technology”), and Xinghui Automotive Technology’s\nprincipal shareholders for a business combination. The aggregate consideration to be paid to Isdera shareholders upon consummation of\nthe transactions contemplated by the Merger Agreement is such number of newly issued Purchaser Ordinary Shares determined by dividing\nthe net value of Isdera, which was agreed to be $1,000,000,000, by $10.00 per share. See Note 9 to these Note to the Condensed Financial\nStatements for further information regarding this transaction.\n\n \n\nIn connection with the shareholder votes at the\nExtraordinary General Meeting, holders of 2,437,288 ordinary shares properly exercised their right to redeem their shares for cash at\na redemption price of approximately $10.38 per share. As a result, approximately $25,302,078 was removed from the Trust Account to pay\nsuch holders, and approximately $34,390,068 remained in the Trust Account. Following these redemptions, the Company had 5,221,060 ordinary\nshares, including 3,312,712 Public Shares, outstanding.\n\n \n\n**Going Concern Consideration**\n\n \n\nThe Company had a working capital deficit of $1,052,099\nand shareholders’ deficit of $1,036,501 as of March 31, 2026 and an accumulated deficit of $2,027,528 and negative cash flow from\noperating activities of $843,315 for the fiscal year ended March 31, 2026. The Company has incurred and expects to continue to incur significant\nprofessional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of\na Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for\na reasonable period of time, which is considered to be one year from the date the financial statements are issued.\n\n \n\nIn order to fund working capital deficiencies\nand finance transaction costs in connection with a Business Combination, on September 12, 2025, the Company issued an unsecured promissory\nnote (the “Promissory Note II”)\nin the principal amount of up to $1,000,000 to Sponsor. The Promissory Note II bears no interest and was initially repayable by the Company\nto the Sponsor in full on the earlier of: (i) March 31, 2026 or (ii) the date of consummation of the Business Combination (the “Maturity\nDate”). Effective as of March 31, 2026, the Company and Sponsor\nagreed to amend and restate the Promissory Note II to extend the maturity date thereof to be the earlier of: (i) March 31, 2027 or (ii)\nthe date on which we consummate a business combination. The principal balance may be prepaid at any time. At any time on or prior to the\nMaturity Date, the Sponsor may elect to convert the outstanding principal balance of the Promissory Note into units of the Company’s\nsecurities at a conversion price equal to $10.00 per unit. Each unit consists of one ordinary share and one right to receive one-fifth\nof one ordinary share. As of March 31, 2026, the principal amount due and owing under the Promissory Note II was $313,401. (See Note 5).\n\n \n\nEffective as of March 31, 2026, Sun Peisha, an\nindividual and the designee of the Sponsor, loaned the Company the aggregate amount of $450,000, which sum was deposited into the Trust\nAccount in order to extend the time that the Company has to consummate a business combination for the first three-month extension period.\nOn April 25, 2026, the Company issued a note to the lender to evidence the loan (the “Extension\nNote”). The Extension Note bears no interest and provides that it\nshall repay the outstanding principal on the date on which it consummates the business combination. On such maturity date, the entire\noutstanding principal balance of the Extension Note shall be converted into units of its securities at a conversion price of $10.00 per\nunit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share.\n\n \n\nThe Company initially had 12 months from the closing\nof this offering or up to 18 months from the closing of the initial public offering. On March 31, 2026, the Company held the Extraordinary\nGeneral Meeting at which its shareholders approved the Charter Amendment Proposal and Trust Amendment Proposal. These proposals provide\nthat the Company may extend the date by which it must complete a business combination up to four times from April 1, 2026 to April 1,\n2027, with each extension comprised of a three-month extension period, subject to the Sponsor (or its designee) depositing $450,000 into\nthe Trust Account for each extension period. If the Company has not consummated an initial business combination by April 1, 2027, such\nordinary shares shall be redeemed. There is a possibility that business combination might not happen within the prescribed period of time.\n\n \n\nIn connection with the Company’s\nassessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)\n2014-15, “Disclosures of Uncertainties about an Entity’s\nAbility to Continue as a Going Concern,” management has determined\nthat if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing\nof the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises\nsubstantial doubt about the ability to continue as a going concern within one year after the date that the audited financial statements\nare issued. The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. \n\n \n\nF-9\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING\nPOLICIES**\n\n \n\n**Basis of Presentation**\n\n \n\nThe accompanying financial statements are presented\nin conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to\nthe rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments\nconsisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.\n\n \n\n**Emerging Growth Company**\n\n \n\nThe Company is an “emerging growth company,”\nas defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS\nAct”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public\ncompanies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered\npublic accounting firm 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, Section 102(b)(1) of the JOBS Act\nexempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies\n(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered\nunder the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company\ncan elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but\nany such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that\nwhen a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging\ngrowth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make\ncomparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an\nemerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences\nin accounting standards used.\n\n \n\n**Use of Estimates**\n\n \n\nIn preparing these financial statements in conformity\nwith U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting\nperiod.\n\n \n\nMaking estimates requires management to exercise\nsignificant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances\nthat existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near\nterm due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.\n\n \n\n**Operating Segments**\n\n \n\nThe Company operates\nas one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly\nevaluated by the chief operating decision maker (“CODM”), which is the Chief Executive Officer and Chairman of the Board,\nin deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information\nand resources and assesses the performance of these resources. The Company is not organized by market and is managed and operated as\none business. A single management team that reports to the CODM comprehensively manages the entire business. Accordingly, the Company\ndoes not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable\nsegments. Since the Company operates in one operating segment, all required financial segment information can be found in the financial\nstatements.\n\n**  **\n\n**Cash and Cash Equivalents**\n\n \n\nThe Company considers all short-term investments\nwith an original maturity of three months or less when purchased to be cash equivalents. The Company has cash and cash equivalents of\n$8,846 and $17,221 as of March 31, 2026 and 2025, respectively.\n\n \n\n**Cash Held in Trust Account**\n\n \n\nAs of March 31, 2026 and 2025, the Company had\n$60,147,604 and nil, respectively, in cash held in the Trust Account.\n\n \n\nF-10\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Concentration of Credit Risk**\n\n** **\n\nFinancial instruments that potentially subject\nthe Company to concentrations of credit risk consist of cash accounts in a financial institution, in Hong Kong, which, at times, may exceed\nthe Deposit Protection Scheme (the “DPS”)\nHK$500,000 (approximately $64,000). As of March 31, 2026 and 2025, the Company has cash and cash equivalents of $8,846 and $17,221, respectively,\ndeposited at a financial institution in Hong Kong, which the Company’s\nmanagement believes is of a high credit quality. Such Deposit Insurance Regulations would not be effective in providing complete protection\nfor the Company’s accounts, as its aggregate deposits are higher\nthan the coverage limit. No balances were in excess of the insured amounts as of March 31, 2026.\n\n \n\nThe Company has not experienced losses on such\naccount and management believes the Company is not exposed to significant risks on such account. \n\n \n\n**Offering Costs Associated with the Initial\nPublic Offering**\n\n \n\nOffering costs consisted of legal, accounting,\nunderwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering cost amounted to $3,570,651,\nconsisting of $1,006,256 and $2,112,600 of underwriting commissions which were paid in cash and representative shares (230,000 ordinary\nshares), respectively and $451,795 of other offering costs. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC\nStaff Accounting Bulletin (“SAB”)\nTopic 5A - “Expenses of Offering”.\nThe Company allocates offering costs among public shares, public rights based on the relative fair values of public shares and public\nrights. Accordingly, $3,264,646 was allocated to public shares and charged to ordinary shares subject to possible redemption, and $306,005\nwas allocated to public rights and charged to shareholders’ equity.\n\n \n\n**Ordinary Shares Subject to Possible Redemption**\n\n \n\nAll of the 5,750,000 ordinary shares\nsold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection\nwith the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and\nin connection with certain amendments to the Company’s amended and restated certificate of incorporation.\n\n \n\nThe Company accounted for its ordinary shares\nsubject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”\n(ASC 480). Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at\nfair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within\nthe control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)\nwere classified as temporary equity. At all other times, ordinary shares were classified as stockholders’ equity. In accordance\nwith ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions\nare not solely within the control of the Company.\n\n \n\nGiven that the 5,750,000 ordinary shares\nsold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary\nshares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable\nthat the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over\nthe period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)\nto the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust\nthe carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize\nthe changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by\ncharges against additional paid-in capital, over an expected 12-month period, which is the initial period that the Company has to complete\na Business Combination.\n\n \n\nFor the fiscal year ended March 31, 2026, the\nCompany recorded accretion of ordinary shares subject to redemption of $5,677,795, and subsequent measurement of ordinary shares subject\nto possible redemption of $2,197,604, representing interest earned and unrealized gains on the Trust Account. For the fiscal year ended\nMarch 31, 2025, the Company did not record accretion of ordinary shares subject to redemption and subsequent measurement of ordinary\nshares subject to possible redemption. \n\n \n\nAs of March 31, 2026, the ordinary shares subject\nto possible redemption reflected in the condensed balance sheet are recorded in the following table:\n\n \n\nGross proceeds \n$57,500,000 \n\nLess: \n   \n\nProceeds allocated to public rights \n (5,387,388)\n\nOffering costs allocated to redeemable shares \n (306,005)\n\nPlus: \n   \n\nAccretion of carrying value to redemption value \n 5,980,052 \n\nSubsequent measurement of ordinary shares subject to possible redemption (interest earned and unrealized gain on trust account) \n 2,197,604 \n\nOrdinary shares subject to possible redemption as of March 31, 2026 \n$59,682,006 \n\n \n\nF-11\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Income Taxes**\n\n \n\nThe Company follows the asset and liability method\nof accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the\nestimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and\nliabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply\nto taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax\nassets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances\nare established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There is currently no taxation\nimposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied\non the Company. Consequently, income taxes are not reflected in the Company’s financial statements.\n\n \n\n**Earnings (Loss) Per Ordinary Share **\n\n \n\nThe Company complies with accounting and disclosure\nrequirements of FASB ASC Topic 260, “Earnings Per Share”. The statements of operations and comprehensive income (loss) include\na presentation of earnings (loss) per redeemable share and earnings (loss) per non-redeemable share following the two-class method of\nincome per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the\nCompany first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed\nincome (loss) is calculated using the total net income (loss) less any dividends paid. The Company then allocated the undistributed income\n(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement\nof the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.\nFor the fiscal year ended did not have any dilutive securities and other contracts that could, potentially, be exercised or converted\ninto common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income\n(loss) per share for the period presented.\n\n \n\nEarnings (loss) per share presented in the statements\nof operations and comprehensive income and loss is based on the following:\n\n \n\n \n \n**For the Fiscal Year Ended\nMarch 31,**\n \n\n \n \n2026\n \n \n2025\n \n\n \n \n \n \n \n \n \n\nNet income (loss)\n \n$\n783,344\n \n \n$\n(156,520\n)\n\nLess: Subsequent measurement and accretion of redeemable ordinary shares to redemption value\n \n \n(8,325,399\n)\n \n \n-\n \n\nNet loss including accretion of redeemable ordinary shares to redemption value\n \n$\n(7,542,055\n)\n \n$\n(156,520\n)\n\n \n\n  \nFor the Fiscal Year Ended\nMarch 31, 2026  \nFor the Fiscal Year Ended\nMarch 31, 2025 \n\n  \nRedeemable\nOrdinary  \nNon-\nRedeemable\nOrdinary\nShare  \nRedeemable\nOrdinary \nShare  \nNon-\nRedeemable\nOrdinary\nShare \n\n  \n   \n  \n\nNumerators: \n   \n   \n   \n  \n\nAllocation of net loss \n$(5,659,738) \n$(1,882,317) \n$        -  \n$(156,520)\n\nAccretion of redeemable ordinary shares to redemption value \n 8,325,399  \n -  \n -  \n - \n\nAllocation of net income (loss) \n$2,665,661  \n$(1,882,317) \n$-  \n$- \n\nDenominators: \n    \n    \n    \n   \n\nWeighted-average ordinary shares outstanding \n 5,735,481  \n 1,907,508  \n -  \n 1,250,000 \n\nBasic and diluted earnings (loss) per share \n$0.46  \n$(0.99) \n$-  \n$(0.13)\n\n \n\nF-12\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Fair Value of Financial Instruments**\n\n \n\nASC Topic 820 “Fair Value Measurements\nand Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.\nFair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the\nbuyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach,\nincome approach and cost approach shall be used to measure fair value. ASC Topic 820 establishes a fair value hierarchy for inputs, which\nrepresents the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable\nand unobservable inputs. Observable inputs are those that buyers and sellers would use in pricing the asset or liability based on market\ndata obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that\nthe buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.\n\n \n\nThe fair value hierarchy is categorized into\nthree levels based on the inputs as follows:\n\n \n\n●Level 1 - Valuations based\non unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation\nadjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available\nin an active market, valuation of these securities does not entail a significant degree of judgment.\n\n     \n\n●Level 2 - Valuations based\non (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical\nor similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from\nor corroborated by market through correlation or other means.\n\n     \n\n●Level 3 - Valuations based\non inputs that are unobservable and significant to the overall fair value measurement.\n\n \n\nThe fair value of the Company’s assets\nand liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying\nbalance sheet, primarily due to their short-term nature. The carrying amounts reported in the balance sheet for cash and cash equivalents,\nmarketable securities held in trust account, accounts payable and accrued expenses and due to related party each qualify as financial\ninstruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments\nand their expected realization and their current market rate of interest.\n\n  \n\nThe following table presents information about\nthe Company’s assets that are measured at fair value on a recurring basis as of the presented periods, and indicates the fair value\nhierarchy of the valuation inputs the Company utilized to determine such fair value:\n\n \n\n  \nMarch 31,\n2026  \nQuoted\nPrices in\nActive Markets\n(Level 1)  \nSignificant\nOther\nObservable\nInputs\n(Level 2)  \nSignificant\nOther\nUnobservable\nInputs\n(Level 3) \n\nAssets \n   \n   \n   \n  \n\nCash held in trust account \n$60,147,604  \n$60,147,604  \n$        -  \n$        - \n\n \n\n \n \n \n**March 31,\n2025**\n \n \n \n**Quoted\nPrices in\nActive Markets\n(Level 1)**\n \n \n \n**Significant\nOther\nObservable\nInputs\n(Level 2)**\n \n \n \n**Significant\nOther\nUnobservable\nInputs\n(Level 3)**\n \n\n**Assets**\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nCash held in trust account\n \n$\n       -\n \n \n$\n      -\n \n \n$\n        -\n \n \n$\n         -\n \n\n \n\nF-13\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Related parties**\n\n \n\nParties, which can be a corporation or individual,\nare considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant\ninfluence over the other party in making financial and operational decisions. Companies are also considered to be related if they are\nsubject to common control or common significant influence.\n\n \n\n**Recent Accounting Standards**\n\n \n\nIn November 2023, the FASB issued Accounting\nStandards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.”\nThe amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided\nto the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported\nmeasure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation\nof how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate\nresources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and\nentities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing\nsegment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within\nfiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance as of April 1, 2024.\nThe adoption resulted in disclosure changes only.\n\n  \n\nIn December 2023, the FASB issued ASU 2023-09,\nImprovement to Income Tax Disclosure. The ASU requires disaggregated information about a reporting entity’s effective tax rate\nreconciliation as well as additional information on income taxes paid. ASU 2023-09 is effective for public business entities, for\nannual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective\nfor annual periods beginning after December 15, 2025. The Company is currently evaluating the impact of this ASU on its financial\nstatements. \n\n \n\nIn November 2024, the FASB has released ASU 2024-03,\nIncome Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The purpose of this update is to improve\nthe disclosures about a public business entity’s expenses and address requests from investors for more detailed information about\nthe types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly\npresented expense captions (such as cost of sales, selling expenses, general and administrative expenses, and research and development\nexpenses). ASU 2024-04 is effective for all public business entities, for annual reporting periods beginning after December 15, 2026,\nand interim reporting periods within annual reporting periods beginning after December 15, 2027. Any entity qualified as public business\nentity shall apply ASU 2024-04 prospectively to financial statements issued for current period and all comparative periods. Early adoption\nis permitted. The Company is currently evaluating the impact of this ASU on its financial statements.\n\n \n\nIn November 2024, the FASB issued No. 2024-04,\nDebt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarify\nthe requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.\nThe ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within\nthose annual reporting periods. The Company is currently evaluating the impact of this ASU on its financial statements.\n\n \n\nIn January 2025, the FASB issued ASU No. 2025-01,\nIncome Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective\nDate. This ASU amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance\nin annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December\n15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently evaluating the impact of this ASU on its financial\nstatements.\n\n \n\nManagement does not believe that any other recently\nissued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial\nstatement.\n\n \n\n**Note 3 — INITIAL PUBLIC OFFERING**\n\n** **\n\nOn April 1, 2025, the Company sold 5,000,000\nUnits, 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\nRight”). Each Public Right entitles the holder to purchase one-fifth (1/5) of one ordinary share upon the consummation of the Company’s\ninitial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples\nof 5 in order to receive shares for all of their Public Rights upon closing of a Business Combination. The Company had also granted the\nunderwriters a 45-day option to purchase up to an additional 750,000 units to cover over-allotments, if any.\n\n \n\nOn April 7, 2025, the underwriter exercised the\nover-allotment option in part to purchase an additional 357,622 Option Units of the Company (the “Over-Allotment Option”)\nat an offering price of $10.00 per Option Unit of the Company, generating gross proceeds of $3,576,220 which was deposited into the Trust\nAccount. In addition, on April 9, 2025, the underwriter exercised the remaining portion of the Over-Allotment Option to purchase an additional\n392,378 Option Units of the Company at an offering price of $10.00 per Option Unit, for gross proceeds of $3,923,780, which amount was\ndeposited into the Trust Account.\n\n \n\nThe holders of the Units became eligible to separately\ntrade the ordinary shares and the Public Rights beginning on May 27, 2025.\n\n \n\nF-14\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Note 4 — PRIVATE PLACEMENT**\n\n \n\nSimultaneously with the closing of the IPO, the\nSponsor purchased an aggregate of 227,500 Initial Private Placement Units at a price of $10.00 per Initial Private Placement Units for\nan aggregate purchase price of $2,275,000. Each Initial Private Placement Unit was identical to the Public Units sold in the IPO except\nfor certain registration rights and transfer restrictions.\n\n \n\nSimultaneously with the issuance and sales of\nthe Option Units, the Company completed the private placement sale of an additional 13,348 units to the Sponsor at a purchase price of\n$10.00 per Additional Private Unit. The Private Placement generated total proceeds of $2,408,480, including the cancellation of $337,580\nof indebtedness.\n\n \n\n**Note 5 — RELATED PARTY TRANSACTIONS**\n\n \n\n**Founder Shares**\n\n \n\nPursuant to the Securities Subscription Agreement\ndated August 2, 2024, the Sponsor agreed to purchase 1,725,000 ordinary shares (the “Founder Shares”) for an aggregate\nprice of $25,000. Due to the reduction in the offering size, the Company and sponsor subsequently entered into the Amended Subscription\nAgreement pursuant to which the Sponsor agreed to surrender for no consideration, and the Company subsequently cancelled, 287,500 ordinary\nshares previously issued the Sponsor, such that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $25,000,\nwith a par value $0.0001.\n\n \n\nAs of March 31, 2025, and 2024, there were 1,437,500\nordinary shares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option\nis not exercised in full or in part by the underwriters. On April 7, 2025, the underwriter exercised the Over-Allotment Option in part\nto purchase an additional 357,622 Units of the Company. On April 7, 2025, the underwriter notified the Company of its exercise of the\nremaining portion of the Over-Allotment Option to purchase an additional 392,378 Units of the Company at an offering price of $10.00 per\nUnit. Upon the full exercise of the over-allotment option, all of the 187,500 Founder Shares are no longer be subject to forfeiture.\n\n \n\nThe Founder shares except as described below,\nare identical to the ordinary shares included in the units sold in the IPO, and holders of Founder Shares have the same shareholder rights\nas public shareholders, except that (a) the Founder Shares are subject to certain transfer restrictions, as described in more detail below;\n(b) the Company’s initial shareholders have entered into an agreement with the Company, pursuant to which they have agreed to (i)\nwaive their redemption rights with respect to their Founder Shares in connection with the completion of the Company’s initial Business\nCombination, (ii) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares held\nby them in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association\n(A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial\nbusiness combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe\nset forth therein or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination\nactivity, and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and\nprivate placement shares if the Company fails to complete our initial business combination within the Combination Period (although they\nwill be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete\nthe Company’s initial business combination within the Combination Period) and (c) are entitled to certain registration rights to\nprovide for the resale of such shares under the Securities Act. If the Company submits its initial Business Combination to its public\nshareholders for a vote, its founder has agreed (and its permitted transferees will agree) to vote their Founder Shares, private shares\nand any public shares purchased during or after this offering in favor of its initial Business Combination. The other members of the Company’s\nmanagement team have entered into agreements similar to the one entered into by the Company’s Sponsor with respect to any public\nshares acquired by them in or after this offering.\n\n  \n\nThe Sponsor has agreed that it will be liable\nto the Company if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services\nrendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction\nagreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) the actual amount per public\nshare held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions\nin the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply\nwith respect to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access\nto the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain\nliabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable\nagainst a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third-party claims.\n\n \n\nF-15\n\n[Table of Contents](#TableOfContents)\n\n \n\nThe initial shareholders have agreed, not to\ntransfer, assign or sell 100% of its Founder Shares until the earlier of (x) six months after the date of the consummation of the Company’s\ninitial business combination or (y) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00\nper share (as adjusted for share splits, share surrenders, reorganizations and recapitalizations) for any 20 trading days within any\n30-trading day period commencing at least 150 days after our initial business combination, or (z) the Company consummates a subsequent\nliquidation, merger, share exchange or other similar transaction after its initial Business Combination which results in all of its shareholders\nhaving the right to exchange their ordinary shares for cash, securities or other property.\n\n \n\n**Promissory Note – related party**\n\n \n\n*Promissory Note I*\n\n* *\n\nOn June 20, 2024, the Sponsor agreed to\nloan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the IPO\n(the “Promissory Note I”).\nThe Promissory Note I was unsecured, interest-free and due on the earlier of: (i) December 31, 2024 or (ii) the date on which the\nCompany closes the IPO. On January 27, 2025, the Promissory Note I was amended and restated to be payable on the earlier of (i) December\n31, 2025, or (ii) the consummation of the offering. The balance of Promissory Note I was repaid upon the closing of the IPO out of the\noffering proceeds not held in the Trust Account on April 1, 2025.\n\n \n\nAs of March 31, 2025, the principal amount due\nand owing under the Promissory Note I was $337,584. In connection with the closing of our IPO, the approximately $337,584 drawn down under\nPromissory Note I was repaid in full. There was no balance due under Promissory Note I as of March 31, 2026. \n\n  \n\n**Related Party Loans**\n\n* *\n\n*Promissory Note II*\n\n* *\n\nIn addition, in order to finance transaction costs\nin connection with an intended initial Business Combination, the Sponsor and the Company’s\nofficers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial\nBusiness Combination, it intends to repay such loaned amount at closing. In the event that the initial Business Combination does not close,\nthe Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from\nthe Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans made by the Sponsor, the Company’s\nofficers and directors, or r their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible\ninto units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units\nwould be identical to the Placement Units. As of March 31, 2025, the Company had no borrowings under related party loans.\n\n \n\nOn September 12, 2025, the Company issued an unsecured\npromissory note (the “Promissory Note II”)\nin the principal amount of up to $1,000,000 to Sponsor. The Promissory Note II bears no interest and was initially repayable by the Company\nto the Sponsor in full on the earlier of: (i) March 31, 2026 or (ii) the date of consummation of the Business Combination (the “Maturity\nDate”). Effective as of March 31, 2026, the Company and Sponsor\nagreed to amend and restate the Promissory Note II to extend the Maturity Date to be the earlier of: (i) March 31, 2027 or (ii) the date\non which we consummate a business combination. The principal balance may be prepaid at any time. At any time on or prior to the Maturity\nDate, the Sponsor may elect to convert the outstanding principal balance of the Promissory Note II into units of the Company’s\nsecurities at a conversion price equal to $10.00 per unit. Each unit consists of one ordinary share and one right to receive one-fifth\nof one ordinary share. As of March 31, 2026, the principal amount due and owing under the Promissory Note II was $313,401.\n\n * *\n\n*Extension Note*\n\n* *\n\nEffective as of March 31, 2026, Sun Peisha, an\nindividual and the designee of the Sponsor, loaned the Company the aggregate amount of $450,000, which sum was deposited into the Trust\nAccount in order to extend the time that the Company has to consummate a business combination for the first three-month extension period.\nOn April 25, 2026, the Company issued a note to the lender to evidence the loan (the “Extension\nNote”). The Extension Note bears no interest and provides that it\nshall repay the outstanding principal on the date on which it consummates the business combination. On such maturity date, the entire\noutstanding principal balance of the Extension Note shall be converted into units of its securities at a conversion price of $10.00 per\nunit, with each unit consisting of one ordinary share and one right to receive one-fifth of one ordinary share.\n\n \n\nAs of March 31, 2026 and 2025, the Company had\noutstanding borrowings under related party loans of $450,000 and nil, respectively.\n\n \n\nF-16\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Administrative Support Services**\n\n \n\nCommencing on the effective date of the registration\nstatement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities\nand secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will\ncease paying these monthly fees.\n\n \n\nFor the fiscal year ended March 31, 2026 and\n2025, the Company has accrued $120,000 and nil, respectively, for the administrative support services provided by the Sponsor.\n\n \n\nAs of March 31, 2026 and 2025, the balance of\namount due to the Sponsor were $120,000 and nil, respectively.\n\n  \n\n**Note 6 — COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Registration Rights**\n\n \n\nThe holders of the Founder Shares and Private\nPlacement Units (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement\nsigned on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of these securities\nare entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders\nhave certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of\nthe initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the\nSecurities Act. 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 granted Maxim, the representative\nof the underwriters, a 45-day option from the date of this prospectus to purchase up to 750,000 additional Units to cover over-allotments,\nif any, at the IPO price less the underwriting discounts and commissions.\n\n \n\nThe underwriters will be entitled to a cash underwriting\ndiscount of 1.75% of the gross proceeds of the IPO, or $875,000 (or $1,006,250 if the over-allotment option is exercised in full). Additionally,\nthe Company issued the underwriter 4% of the gross proceeds of this offering as underwriting discounts and commissions in the form of\nRepresentative Shares at a price of $10.00 per ordinary share, which will equal 200,000 shares (or 230,000 shares if the underwriter’s\noverallotment option is exercised in full) upon the consummation of this offering.\n\n \n\nIn connection with the closing of the IPO, the\nCompany issued 200,000 Representative Shares to the underwriter. In connection with the issuance and sales of the Option Units, the Company\nissued an additional 30,000 Representative Shares to Maxim, the representative of the underwriters.\n\n \n\nThe Representative Shares have been deemed compensation\nby FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales\nin the IPO pursuant to FINRA Rule 5110I (1). Pursuant to FINRA Rule 5110I(1), these securities will not be the subject of any\nhedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person\nfor a period of 180 days immediately following the commencement of sales in the IPO, nor may they be sold, transferred, assigned, pledged\nor hypothecated for a period of 180 days immediately following the date of the commencement of sales in the IPO except to any underwriter\nand selected dealer participating in the IPO and their officers, partners, registered persons or affiliates.\n\n \n\n**Note 7 — SHAREHOLDERS’ EQUITY**\n\n \n\n**Preference Share**\n\n** **\n\nThe Company is authorized to issue 10,000,000 shares\nof preference share, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time\nto time by the Company’s board of directors. As of March 31, 2026 and 2025, there were no preference shares issued or outstanding.\n\n \n\n**Ordinary shares**\n\n \n\nThe Company is authorized to issue 490,000,000 shares of ordinary\nshare with $0.0001 par value.\n\n \n\nPursuant to the Securities Subscription Agreement\ndated August 2, 2024, the Sponsor agreed to purchase 1,725,000 Founder Shares for an aggregate price of $25,000. Due to the reduction\nin the offering size, the Company and sponsor subsequently entered into the Amended Subscription Agreement pursuant to which the Sponsor\nagreed to surrender for no consideration and the Company subsequently cancelled, 287,500 ordinary shares previously issued the Sponsor,\nsuch that the Sponsor then held 1,437,500 Founder Shares purchased for an aggregate price of $25,000, with a par value $0.0001.\n\n \n\nAs of March 31, 2025, there were 1,437,500 ordinary\nshares issued and outstanding, among which, up to 187,500 ordinary shares are subject to forfeiture if the over-allotment option is not\nexercised in full or in part by the underwriters. On April 7, 2025, the underwriter exercised the Over-Allotment Option in part to purchase\nan additional 357,622 Units of the Company. On April 9, 2025, the underwriter notified the Company of its exercise of the remaining portion\nof the Over-Allotment Option to purchase an additional 392,378 Units of the Company at an offering price of $10.00 per Unit. Upon the\nfull exercise of the over-allotment option, all of the 187,500 Founder Shares are no longer subject to forfeiture. As of March 31, 2026,\nexcluding shares subject to redemption, there were 1,908,348 ordinary shares issued and outstanding, including ordinary shares underlying\nUnits that have not been separated as of such date.\n\n \n\nF-17\n\n[Table of Contents](#TableOfContents)\n\n \n\n**Rights**\n\n \n\nExcept in cases where the Company is not the\nsurviving company in a Business Combination, each holder of a right will receive one-fifth (1/5) of an ordinary share upon consummation\nof the initial Business Combination. In the event the Company will not be the surviving company upon completion of our initial Business\nCombination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth\n(1/5) of a share underlying each right upon consummation of the Business Combination unless otherwise waived in the course of the Business\nCombination. No fractional shares will be issued upon exchange of rights. No additional consideration will be required to be paid by\na holder of rights in order to receive its additional shares upon consummation of a Business Combination. Fractional shares will either\nbe rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Law.\n\n \n\n**Note 8 — SEGMENT INFORMATION**\n\n \n\nASC Topic 280, “Segment Reporting,”\nestablishes standards for companies to report in their financial statement information about operating segments, products, services,\ngeographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information\nis available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.\n\n \n\nThe Company’s CODM has been identified\nas the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about\nallocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating\nsegment.\n\n \n\nThe CODM assesses performance for the single\nsegment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net\nincome or loss. The net loss is the measure of segment profit (loss) most consistent with U.S. GAAP that is regularly reviewed by the\nCODM to allocate resources and assess financial performance. The Company does not have an operating income and therefore, it does not\nhave any revenue. The Company will not generate any operating revenues until after the completion of the Business Combination, at the\nearliest. The Company’s significant expenses were formation and operating costs as detailed below. The measure of segment assets\nis reported on the balance sheet as total assets.\n\n \n\nWhen evaluating the Company’s performance\nand making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:\n\n \n\n  \nFor the\nFiscal Year End\nMarch 31, \n\n  \n2026  \n2025 \n\nFormation and operating costs \n$1,414,260  \n$156,520 \n\n \n\nFormation and operating costs are reviewed and\nmonitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Proposed Public Offering and eventually\na Business Combination within the business combination period. The CODM also reviews formation and operating costs to manage, maintain\nand enforce all contractual agreements to ensure costs are aligned with all agreements and budget. These expenses are monitored to manage\nand forecast cash available to complete a business combination within the required period. Formation and operating costs, as reported\non the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items\nincluded in net income or loss are reported on the statement of operations and described within their respective disclosures.\n\n \n\nAs of March 31, 2026, and 2025, the Company had\ntotal assets of $60,156,450 and $239,316, respectively. See the Company’s balance sheets for additional information.\n\n  \n\n**Note 9 — SUBSEQUENT EVENTS**\n\n \n\nThe Company evaluated subsequent events and transactions\nthat occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management\nidentified the following subsequent events that would have required adjustment or disclosure in the financial statements.\n\n \n\nIn connection with the Extraordinary General Meeting\nheld on March 31, 2026, holders of 2,437,288 ordinary shares of the Company properly exercised their right to redeem their shares for\ncash at a redemption price of approximately $10.38 per share, for an aggregate redemption of approximately $25,302,079. The redemption\npayments were settled in April 2026.\n\n \n\nFurther, on June 30, 2026, the Company caused\nan additional amount of $450,000 to be deposited into the Trust Account in order to pay the extension contribution to extend the time\nthat it has to consummate its initial business combination to October 1, 2026. The second extension payment was loaned to the Company\nby Isdera HK Limited, an affiliate of Isdera 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