季報
季度報告
10-Q
2026-08-07
Newbridge Acquisition提交季度10-Q 尚未營運待尋合併目標
AI 繁中摘要
Newbridge Acquisition Limited（下稱「公司」）提交咗截至2026年6月30日止季度嘅10-Q申報文件。公司係一家喺英屬處女群島註冊嘅特殊目的收購公司（SPAC），成立目的係同一個或多個目標業務進行業務合併；截至報告日，公司尚未開始任何營運，所有活動集中喺首次公開發售及潛在合併交易。
📊 業
展開英文正文
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us-gaap:CommonStockMember us-gaap:CommonClassAMember 2025-12-31 0001918414 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001918414 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2026-01-01 2026-03-31 0001918414 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2026-04-01 2026-06-30 0001918414 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2026-04-01 2026-06-30 0001918414 2026-02-02 nbrg:Segment xbrli:shares iso4217:USD xbrli:pure iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-42968 NEWBRIDGE ACQUISITION LIMITED (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Unit B 17/F, Success Commercial Building 245-25, Hennessy Road, Wanchai, Hong Kong N/A (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (86) 186-0217-2929 Not applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A Ordinary Share and one Right to receive one-eighth (1/8) of one Class A Ordinary Share NBRGU The NASDAQ Stock Market LLC Class A Ordinary Shares, no par value each NBRG The NASDAQ Stock Market LLC Rights, each entitling the holder to receive one-eighth (1/8) of one Class A Ordinary Share NBRGCR The NASDAQ Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of August 7, 2026, there were 7,546,250 ordinary shares outstanding (inclusive of shares included in our units), including 6,108,750 Class A ordinary shares underlying the units, and 1,437,500 Class B ordinary shares issued and outstanding. NEWBRIDGE ACQUISITION LIMITED FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS Part I - FINANCIAL INFORMATION 1 Item 1. Unaudited Condensed Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk 21 Item 4. Controls and Procedures 21 Part II - OTHER INFORMATION 22 Item 1. Legal Proceedings 22 Item 1A. Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosures 22 Item 5. Other Information 22 Item 6. Exhibits 23 SIGNATURES 24 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements NEWBRIDGE ACQUISITION LIMITED BALANCE SHEETS (In U.S. Dollar, except for share data, or otherwise noted) As of December 31, As of June 30, 2025 2026 (Audited) (Unaudited) Assets Current asset Cash $ 1,824,242 $ 1,642,788 Total current asset 1,824,242 1,642,788 Cash and marketable securities held in trust 2,700,000 58,285,569 Deferred offering costs 295,399 - Total Assets $ 4,819,641 $ 59,928,357 Liabilities and Shareholders’ (Deficit)/Equity Promissory note - related party $ 5,414,763 $ 2,208,521 Payable to a third party - 125,000 Total current liabilities 5,414,763 2,333,521 Total Liabilities 5,414,763 2,333,521 Ordinary shares subject to redemption, 5,750,000 shares (at redemption price of $9.29 per share) - 53,394,756 Commitments and Contingencies (Note 7) Shareholders’ (deficit)/equity Class A ordinary shares, no par value, 200,000,000 authorized shares; nil shares issued and outstanding as of December 31, 2025, and 358,750 shares issued and outstanding as of June 30, 2026 (excluding 5,750,000 shares subject to possible redemption) - - Class B ordinary shares, no par value, 10,000,000 authorized shares, 1,437,500 and 1,437,500 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively. 25,000 25,000 Additional paid-in capital - 4,409,850 Accumulated deficit (620,122 ) (234,770 ) Total shareholders’ (deficit)/equity (595,122 ) 4,200,080 Total Liabilities and Shareholders’ (Deficit)/Equity $ 4,819,641 $ 59,928,357 The accompanying notes are an integral part of these unaudited financial statements. 1 NEWBRIDGE ACQUISITION LIMITED UNAUDITED STATEMENT OF OPERATIONS (In U.S. Dollar, except for share data, or otherwise noted) For the three months ended June 30, For the six months ended June 30, 2025 2026 2025 2026 General and administrative expenses $ 36,748 $ 189,638 $ 88,605 $ 400,217 Total operating expenses (36,748 ) (189,638 ) (88,605 ) (400,217 ) Income earned on marketable securities held in Trust Account - 479,008 - 785,569 Net (loss)/income $ (36,748 ) $ 289,370 $ (88,605 ) $ 385,352 Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares - 5,750,000 - 4,701,657 Basic and diluted net income per ordinary share, redeemable ordinary shares - 0.04 - 0.06 Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares 1,250,000 1,796,250 1,861,533 1,730,843 Basic and diluted net (loss)/income per ordinary share, non-redeemable ordinary shares (0.03 ) 0.04 (0.05 ) 0.06 The accompanying notes are an integral part of these unaudited financial statements. 2 NEWBRIDGE ACQUISITION LIMITED UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT)/EQUITY (In U.S. Dollar, except for share data, or otherwise noted) Class A Ordinary Shares Class B Ordinary Shares Accumulated Additional paid-in Total shareholders’ Shares Amount Shares Amount deficit capital deficit Balance as of December 31, 2024 - - 2,875,000 25,000 (399,108 ) - (374,108 ) Net loss - - - - (51,857 ) - (51,857 ) Forfeited shares - - (1,437,500 ) - - - - Balance as of March 31, 2025 - $ - 1,437,500 $ 25,000 (450,965 ) - (425,965 ) Net loss - - - - (36,748 ) - (36,748 ) Balance as of June 30, 2025 - $ - 1,437,500 $ 25,000 (487,713 ) - (462,713 ) Balance as of December 31, 2025 - - 1,437,500 25,000 (620,122 ) - (595,122 ) Net income - - - - 95,982 - 95,982 Sale of private placement 186,250 - - - - 1,862,500 1,862,500 Issuance of representative shares 172,500 - - - - 1,725,000 1,725,000 Fair value of right reclassification - - - - - 2,874,975 2,874,975 Accretion of ordinary shares subject to redemption value - - - - - (821,050 ) (821,050 ) Balance as of March 31, 2026 358,750 - 1,437,500 25,000 (524,140 ) 5,641,425 5,142,285 Net income - - - - 289,370 - 289,370 Accretion of ordinary shares subject to redemption value - - - - - (1,231,575 ) (1,231,575 ) Balance as of June 30, 2026 358,750 $ - 1,437,500 $ 25,000 (234,770 ) 4,409,850 4,200,080 The accompanying notes are an integral part of these unaudited financial statements. 3 NEWBRIDGE ACQUISITION LIMITED UNAUDITED STATEMENTS OF CASH FLOWS (In U.S. Dollar, except for share data, or otherwise noted) For the six months ended June 30, 2025 2026 Cash Flows from Operating Activities: Net (loss)/income $ (88,605 ) $ 385,352 Adjustments to reconcile net income to net cash used in operating activities: Income earned on marketable securities held in Trust Account - (785,569 ) Net Cash Used in Operating Activities (88,605 ) (400,217 ) Cash Flows from Investing Activity: Purchase of investment held in Trust Account - (54,800,000 ) Net Cash Used in Investing Activity - (54,800,000 ) Cash Flows from Financing Activities: Proceeds from public offering - 57,500,000 Proceeds from private placement - 1,862,500 Proceeds from promissory note – related party 161,646 300,000 Repayment of promissory note – related party - (3,506,242 ) Payment for deferred offering costs (75,823 ) (1,262,495 ) Proceeds from a third party - 200,000 Payment on behalf of a third party - (75,000 ) Net Cash Provided by Financing Activities 85,823 55,018,763 Net Change in Cash (2,782 ) (181,454 ) Cash, at the beginning of period 9,456 1,824,242 Cash, at the end of period $ 6,674 $ 1,642,788 Supplemental Disclosure of Non-cash Financing Activities Fair value of right reclassification - 2,874,975 Fair value of representative shares - 1,725,000 Accretion of ordinary shares subject to redemption value - 2,052,625 The accompanying notes are an integral part of these unaudited financial statements. 4 NEWBRIDGE ACQUISITION LIMITED NOTES TO FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Newbridge Acquisition Limited (the “Company”) is incorporated blank check company incorporated as a British Virgin Island (“BVI”) company on April 16, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). As of June 30, 2026, the Company had not commenced any operations. All activity through June 30, 2026 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash and marketable securities held in trust from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Wealth Path Holdings Limited, a BVI business company (the “Sponsor”). The registration statement for the Company’s Proposed Public Offering was declared effective on September 30, 2025. The post-effective amendment to the registration statement was declared effective by the SEC on December 18, 2025. On February 2, 2026, the Company consummated the Initial Public Offering of 5,750,000 units (the “units” and, with respect to the Class A ordinary shares included in the units being offered, the “Public Shares”), including the full exercise by the underwriters of their over-allotment option in the amount of 750,000 units, at $10.00 per unit, generating gross proceeds of $57,500,000. Each unit consists of one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 186,250 private units (the “Private Units”), at a price of $10.00 per Private Unit, in a private placement to the Company’s sponsor, Wealth Path Holdings Limited, generating gross proceeds of $1,862,500, which is described in Note 4. Each Private Placement unit consists of one Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth (1/8) of one Class A ordinary share upon the consummation of an initial business combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. Transaction costs amounted to $1,557,894, consisting of $862,500 of cash underwriting fees, and $695,394 of other offering costs. The initial Business Combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the Trust Account (defined below) (less any taxes payable on interest earned and less any interest earned thereon that is released to the Company for taxes) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on February 2, 2026, an amount of $57,500,000 from the net proceeds from the Unit sold in the Initial Public Offering with total redemption value of $10.00, and the sale of the Private Placement Units, was held in a Trust Account (“Trust Account”), which invest 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 which invest only in direct U.S. government treasury obligations. The proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of any public shares properly tendered in connection. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement in connection with our initial Business Combination. 5 The Company will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) seek shareholder approval of such initial Business Combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account or (ii) provide public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirement. The initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If the Company determines to engage in a tender offer, such tender offer will be structured so that each public shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001, or otherwise we are exempt from the provisions of Rule 419 promulgated under the Securities Act (so that we are not subject to the SEC’s “penny stock” rules) and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will have only 15 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering if the Company extend the period of time to consummate a Business Combination by the full amount of time) (the “Combination Period”) to complete the initial Business Combination. If the Company has not completed the initial 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of then public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the company, subject in each case to our obligations to provide for claims of creditors and the requirements of applicable law. This redemption of public shareholders from the trust account shall be effected as required by function of the Company’s amended and restated memorandum and articles of association and prior to commencing any voluntary liquidation. The initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares if the Company fail to consummate the initial business combination within the applicable period from the closing of this offering. However, if the initial shareholders, or any of officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to redemption rights with respect to such public shares if the Company fails to consummate our initial business combination within the required time period. There will be no redemption rights or liquidating distributions with respect to the rights, which will expire worthless in the event the Company does not consummate our initial business combination within the allotted time period. The sponsor has agreed that it will 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 amounts in the trust account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and believes that the sponsor’s only assets are securities of the company. The Company has not asked the sponsor to reserve for such obligations and therefore believes the sponsor will be unlikely to satisfy its indemnification obligations if it is required to do so. 6 However, the Company believes the likelihood of the sponsor having to indemnify the trust account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Business Combination Agreement On August 3, 2026, the Company entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with Newbridge Merger Sub, Inc., a wholly owned subsidiary of the Company (the “Merger Sub”), and Startech Group Inc. (“Startech”). Pursuant to the Business Combination Agreement, at least one business day prior to the closing of the business combination, the Company will continue out of the British Virgin Islands and become a Delaware corporation by way of continuation (the “Domestication,” and the Company after such domestication, the “Domesticated Company”). Following the Domestication, Merger Sub will merge with and into Startech, with Startech surviving the merger as a wholly owned subsidiary of the Domesticated Company. In connection with the business combination, the Company will be renamed “Startech Inc.” Under the terms of the Business Combination Agreement, Startech equityholders will receive an aggregate number of shares of the parent company’s common shares equal to the quotient obtained by dividing $1,000,000,000 by $10.00, in exchange for all of Startech’s fully diluted company common stock. The consummation of the business combination is subject to customary closing conditions, including approval of the business combination by the shareholders of the Company and Startech, effectiveness of the registration statement, conditional approval for listing of the common shares of the Domesticated Company on Nasdaq or another national securities exchange, and other customary closing conditions set forth in the Business Combination Agreement. Going Concern Consideration As of June 30, 2026, the Company had a working capital deficit of $690,733 and accumulated deficit of $234,770. For the six months ended June 30, 2026, net cash used in operating activities was $400,217. 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 initially has 15 months to consummate the initial Business Combination (assume no extensions). 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. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 15-month period from the issuance date of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, management has determined that such additional condition 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 consummate the initial Business Combination to continue as a going concern. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulations S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K as filed with the SEC. The interim results for the six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods. 7 Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Changes in estimates are recognized in the period of change and future periods. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2026. As of June 30, 2026, the Company has $1,642,788 of cash. Cash and Marketable Securities Held in Trust As of June 30, 2026, the Company had aggregated $58,285,569 in cash held in the Trust Account with Equinity Trust Company, LLC. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares will be charged to temporary equity and offering costs allocated to share rights included in the Public and Private Placement Units will be charged to shareholder’s equity as the share rights included in the Public and Private Placement Units after management’s evaluation will be accounted for under equity treatment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 8 ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of February 2, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company is considered to be a British Virgin Islands business company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In accordance with the SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Given that the 5,750,000 ordinary shares sold as part of the Company’s IPO were issued with other freestanding instruments (i.e., public units), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. The Company’s ordinary shares are subject to ASC 480-10-S99. 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 accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date of the instrument, which is expected to be 15 months from the closing of the Initial Public Offering to our anticipated time frame to consummate an initial business combination. 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 June 30, 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. As of June 30, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 57,500,000 Less: Proceeds allocated to public rights (2,874,975 ) Proceeds allocated to representative shares (1,725,000 ) Allocation of offering costs related to redeemable shares (1,557,894 ) Plus: Accretion of carrying value to redemption value 2,052,625 Ordinary shares subject to possible redemption $ 53,394,756 9 Rights Accounting Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-eighth (1/8) of one ordinary share upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively redeem his, her or its rights in order to receive the one-eighth (1/8) of a share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Public Rights in order to receive his, her or its additional ordinary shares upon consummation of a Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis. The Company will not issue fractional shares in connection