季報
季度報告
10-Q
2026-08-07
Cayson Acquisition第二季淨收入跌至13.76萬美元 信託資產3833萬 續經營存疑
AI 繁中摘要
Cayson Acquisition Corp（納斯達克代碼：CAPN / CAPNU / CAPNR）公佈截至 2026 年 6 月 30 日止第二季度未經審計財務業績。📊
公司本季度錄得淨收入約 13.76 萬美元（三個月），相對去年同期 38.36 萬美元有所回落；半年累計淨收入約 39 萬美元，低於去年同期的 78.82 萬美元。期內營運虧損約 19.74 萬美元（第二季度），主要來自成立及營運成本；信託賬戶利息收入約 33.44 萬美元，為主要收入來源。
截至 2026 年 6 月 30 日，公司在信託賬戶持有現金及投資約 3,833 萬美元，營運現金僅約 5.45 萬美元，營運資金缺口約 172 萬美元。年內約 254 萬股公眾股份被贖回，每股贖回價約 10.83 美元，涉及金額約 2,754 萬美元。公司於 2026 年 3 月獲股東批准，可每月延長業務合併期限至 2027 年 3 月 23 日，每次存入 12.5 萬美元。
業務合併方面，公司正與 Mango Financial Group Limited 進行合併，Mango Group 將成為合併後母公司。Mango 方面已提供多次無息貸款以支持延期，截至期末相關應付貸款約 140 萬美元。
管理層指出，公司能否在限期內完成業務合併存在重大不確定性，並對持續經營能力提出重大疑問。若未能完成合併，公司將須進行清算及解散。投資者需密切留意合併進展及潛在贖回風險。⚠️
展開英文正文
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0002024203 CAPN:MergerAgreementMember CAPN:MangoExtensionNoteThreeMember 2026-04-22 0002024203 CAPN:MergerAgreementMember CAPN:MangoExtensionNoteThreeMember 2026-05-21 0002024203 CAPN:MergerAgreementMember CAPN:MangoExtensionNoteThreeMember 2026-06-23 0002024203 CAPN:MergerAgreementMember CAPN:MangoExtensionNoteThreeMember us-gaap:SubsequentEventMember 2026-07-22 0002024203 CAPN:MangoExtensionNoteThreeMember us-gaap:AssetHeldInTrustMember CAPN:MergerAgreementMember 2026-06-30 0002024203 CAPN:FounderSharesMember 2026-01-01 2026-06-30 0002024203 CAPN:FounderSharesMember 2025-01-01 2025-12-31 0002024203 CAPN:EBCFounderSharesMember 2026-01-01 2026-06-30 0002024203 CAPN:EBCFounderSharesMember 2025-01-01 2025-12-31 0002024203 us-gaap:PrivatePlacementMember 2026-01-01 2026-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure CAPN:Segment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 OR ☐ 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: 001-42280 Cayson Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 205 W 37th St, New York, NY 10018 (Address of principal executive offices) (Zip code) (203) 998-5540 (Issuer’s telephone number including area code) N/A (Former name, former address and former fiscal year, 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 ordinary share and one right CAPNU The Nasdaq Stock Market LLC Ordinary Shares, par value $0.0001 per share CAPN The Nasdaq Stock Market LLC Rights, each entitling the holder to one-tenth of one ordinary share upon the completion of the Company’s initial business combination CAPNR 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 Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of August 7, 2026, the registrant had 5,288,092 ordinary shares, $0.0001 par value, outstanding. INDEX Part I - Financial Information Item 1 – Financial Statements 2 Balance Sheets (Unaudited) 2 Statements of Operations (Unaudited) 3 Statements of Changes in Shareholders’ Deficit (Unaudited) 4 Statements of Cash Flows (Unaudited) 5 Notes to Unaudited Financial Statements 6 Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3 – Quantitative and Qualitative Disclosures About Market Risk 22 Item 4 – Controls and Procedures 22 Part II - Other Information Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 23 Item 5 – Other Information 23 Item 6 – Exhibits 24 Signatures 25 1 Part I - Financial Information Item 1 – Financial Statements CAYSON ACQUISITION CORP BALANCE SHEETS (UNAUDITED) June 30, 2026 December 31, 2025 ASSETS Current Assets Cash $54,485 $63,670 Prepaid expenses 45,203 88,317 Total Current Assets 99,688 151,987 Cash and investments held in trust account 38,331,573 64,487,925 Total Non-current assets 38,331,573 64,487,925 Total Assets $38,431,261 $64,639,912 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued expenses 118,720 109,330 Promissory note - third party 1,400,000 900,000 Promissory note - related party 300,000 300,000 Promissory note 300,000 300,000 Total Current Liabilities 1,818,720 1,309,330 Deferred underwriting commission payable 2,100,000 2,100,000 Total Liabilities 3,918,720 3,409,330 Commitments and contingencies - - Ordinary shares subject to possible redemption 3,458,092 and 6,000,000 shares at a redemption value of $11.08 and $10.75 per share as of June 30, 2026 and December 31, 2025, respectively 38,331,573 64,487,925 Shareholders’ Deficit: Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding - - Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,830,000 shares issued and outstanding (excluding 3,458,092 and 6,000,000 shares subject to redemption as of June 30, 2026 and December 31, 2025, respectively) 183 183 Additional paid-in capital - - Accumulated deficit (3,819,215) (3,257,526) Total Shareholders’ Deficit (3,819,032) (3,257,343) Total Liabilities and Shareholders’ Deficit $38,431,261 $64,639,912 The accompanying notes are an integral part of the unaudited financial statements. 2 CAYSON ACQUISITION CORP STATEMENTS OF OPERATIONS (UNAUDITED) 2026 2025 2026 2025 FOR THE THREE MONTHS ENDED JUNE 30, FOR THE SIX MONTHS ENDED JUNE 30, 2026 2025 2026 2025 Formation and operating costs $197,381 $259,113 $491,599 $494,912 Loss from operations (197,381) (259,113) (491,599) (494,912) Other Income Bank interest income 552 2,658 1,315 6,960 Interest earned on cash and investments held in Trust Account 334,439 640,013 880,294 1,276,187 Total other income 334,991 642,671 881,609 1,283,147 Net Income $137,610 $383,558 $390,010 $788,235 Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 3,458,092 6,000,000 4,595,631 6,000,000 Basic and diluted net income per share, ordinary shares subject to redemption $0.03 $0.05 $0.06 $0.10 Basic and diluted weighted average shares outstanding, ordinary shares, non-redeemable 1,830,000 1,830,000 1,830,000 1,830,000 Basic and diluted net income per share, ordinary shares, non-redeemable $0.03 $0.05 $0.06 $0.10 The accompanying notes are an integral part of the unaudited financial statements. 3 CAYSON ACQUISITION CORP STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THREE AND SIX MONTHS ENDED JUNE 30, 2026 Shares Amount Capital Deficit Deficit Ordinary Shares Additional Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance as of December 31, 2025 1,830,000 $183 $- $(3,257,526) $ (3,257,343) Transaction costs paid on behalf of the Company - - 223,891 - 223,891 Subsequent measurement of ordinary shares subject to possible redemption - - (223,891) (321,964) (545,855) Extension funds attributable to ordinary shares subject to redemption - - - (125,000) (125,000) Net income - - - 252,400 252,400 Balance as of March 31, 2026 1,830,000 $183 $- $(3,452,090) $(3,451,907) Transaction costs paid on behalf of the Company - - 204,704 - 204,704 Subsequent measurement of ordinary shares subject to possible redemption - - (204,704) (129,735) (334,439) Extension funds attributable to ordinary shares subject to redemption - - - (375,000) (375,000) Net income - - - 137,610 137,610 Balance as of June 30, 2026 1,830,000 $183 $- $(3,819,215) $(3,819,032) FOR THREE AND SIX MONTHS ENDED JUNE 30, 2025 Shares Amount Capital Deficit Deficit Ordinary Shares Additional Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance as of December 31, 2024 1,830,000 $183 $- $(1,542,300) $ (1,542,117) Subsequent measurement of ordinary shares subject to possible redemption - - - (636,174) (636,174) Net income - - - 404,677 404,677 Balance as of March 31, 2025 1,830,000 $183 $- $(1,773,797) $(1,773,614) Balance 1,830,000 $183 $- $(1,773,797) $(1,773,614) Transaction costs paid on behalf of the Company - - 154,377 - 154,377 Subsequent measurement of ordinary shares subject to possible redemption - - - (640,013) (640,013) Net income - - - 383,558 383,558 Balance as of June 30, 2025 1,830,000 $183 $154,377 $(2,030,252) $(1,875,692) Balance 1,830,000 $183 $154,377 $(2,030,252) $(1,875,692) The accompanying notes are an integral part of the unaudited financial statements. 4 CAYSON ACQUISITION CORP STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2026 FOR THE SIX MONTHS ENDED JUNE 30, 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $390,010 $788,235 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on cash and investments held in Trust Account (880,294) (1,276,187) Changes in operating assets and liabilities: Accrued expenses 437,985 151,961 Accrued offering costs - 10,000 Prepaid expense 43,114 44,155 CASH USED IN OPERATING ACTIVITIES (9,185) (281,836) CASH FLOWS FROM INVESTING ACTIVITIES Cash withdrawn from trust account in connection with redemption 27,536,646 - Cash deposited into Trust account (500,000) - CASH PROVIDED BY INVESTING ACTIVITIES 27,036,646 - CASH FLOWS FROM FINANCING ACTIVITIES Payments made in relation to redemptions of ordinary shares (27,536,646) - Promissory note – third party 500,000 - CASH USED IN FINANCING ACTIVITIES (27,036,646) - NET INCREASE (DECREASE) IN CASH (9,185) (281,836) CASH AT BEGINNING OF THE PERIOD 63,670 465,254 CASH AT PERIOD END $54,485 $183,418 Supplemental disclosure of cash flow information: Contribution of transaction cost $428,595 $154,377 Subsequent measurement of ordinary shares subject to possible redemption $880,294 $1,276,187 Extension funds attributable to ordinary shares subject to redemption $500,000 $- The accompanying notes are an integral part of the unaudited financial statements. 5 CAYSON ACQUISITION CORP Notes to the financial statements (UNAUDITED) NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Organizational and General Cayson Acquisition Corp (the “Company”) was incorporated in the Cayman Islands on May 27, 2024. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsors are Yawei Cao and Cayson Holding LP, a Delaware limited partnership (the “Sponsors”). As of June 30, 2026, the Company had not commenced any operations. All activity for the period from May 27, 2024 (inception) through June 30, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering” or “IPO”), which is described below, and identifying a target company for our initial Business Combination. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO (the “Registration Statement”) was declared effective on September 19, 2024. On September 23, 2024, the Company consummated the IPO of 6,000,000 units, (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), generating gross proceeds of $60,000,000, which is described in Note 3, and the sale of 230,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsors, that was closed simultaneously with the IPO. Additionally, on October 15, 2024, the underwriters’ over-allotment option expired and the Sponsors forfeited an aggregate of 225,000 founder shares. Transaction costs amounted to $3,722,528 (net of $300,000 underwriters cash reimbursement of deferred offering cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting commission and $422,528 (net of $300,000 underwriters cash reimbursement of deferred offering cost) of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO. The Company originally had up to 21 months to consummate an initial Business Combination, if the Company extended the time to complete a Business Combination as provided in the Registration Statement (the “Combination Period”). The Combination Period was extended in December 2025 as indicated below. If the Company does not complete an initial Business Combination within the Combination Period and such time period is not further extended by the Company’s shareholders, 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 public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Trust Account On September 23, 2024, a total of $60,000,000 of the net proceeds from the Initial Public Offering, including proceeds of the sale of the Private Placement Units, was deposited in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. 6 Proposed Business Combination The Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 11, 2025 and amended on September 11, 2025, April 14, 2026 and June 24, 2026, by and among the Company, Mango Financial Group Limited, a Cayman Islands exempted company ( “Mango Group” or “MFG”), North Water Investment Group Holdings Limited (“North Water”), the parent company of Mango Financial Limited (“Mango Financial”), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”. Pursuant to the Agreement, upon the closing of the transactions contemplated by the Merger Agreement, the Company will become a wholly owned subsidiary of Mango Group, which will become the parent company of Mango Financial. Extension of Time to Consummate Business Combination Effective as of September 17, 2025, Cayson Holding LP, one of the Company’s Sponsors, and Mango Financial loaned the Company an aggregate of $600,000. Such funds were deposited into escrow account managed by the Company’s trustee, Continental. On October 10, 2025, the Company’s trustee, deposited $600,000 into the Trust Account. Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to December 23, 2025. Effective as of December 17, 2025, Mango Financial loaned the Company an aggregate of $600,000. On December 23, 2025, such funds were deposited into the Trust Account. Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account, and were used to extend the period of time the Company has to consummate a Business Combination from December 23, 2025 to March 23, 2026. On March 18, 2026, the Company held an extraordinary general meeting virtually, solely with respect to voting on (i) the proposal to extend the date by which the Company must complete its initial business combination on a monthly basis, up to twelve (12) months (or until March 23, 2027) (the “Extended Date”) (the “2026 Extension Amendment Proposal”), (ii) the proposal to remove the limitation that the Company shall not redeem public shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Proposal”), and (iii) the proposal to amend the Company’s investment management trust agreement, dated September 19, 2024, by and between the Company and the Trustee to allow the Company to extend the Termination Date up to twelve times from the Termination Date to March 23, 2027 with all twelve extensions comprised of one month each by providing five days’ advance notice to the Trustee and depositing into the Trust Account a payment of $125,000 per extension (the “Extension Payment”) until March 23, 2027. In connection with the vote to approve the 2026 Extension Amendment Proposal and the Redemption Limitation Proposal at the Extraordinary General Meeting on March 18, 2026, the holders of 2,541,908 Ordinary Shares properly exercised their rights to redeem their shares for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of approximately $27,536,647. Effective as of March 18, 2026, Mango Financial agreed to lend the Company an aggregate of $750,000. $625,000 of such amount has been loaned to the Company and the Company deposited such amounts into the trust account established by the Company in connection with its initial public offering pursuant to the Company’s Amended and Restated Memorandum and Articles of Association and trust agreement, as amended, governing the trust account in order to extend the time that the Company has to consummate an initial business combination (a “Business Combination”) as described below. The loans are evidenced by a promissory note (the “Note”) issued by the Company to Mango Financial. The Note bears no interest and is repayable in full upon consummation of a Business Combination. On each of March 19, 2026, April 22, 2026, May 21, 2026, June 23, 2026 and July 22, 2026 , $125,000 was deposited into the trust Account, extending in monthly increments the deadline from March 23, 2026 to August 23, 2026. 7 Going Concern Consideration As of June 30, 2026, the Company had $54,485 in its operating bank account and a working capital deficit of $1,719,032. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025 included the Company’s Annual Report on Form 10-K, as filed with the SEC on March 24, 2026. In the opinion of management, the unaudited financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 8 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 statement in conformity with US GAAP requires the Company’s 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2026 and December 31, 2025, the Company had cash of $54,485 and $63,670, respectively. Cash and investments held in Trust Account As of June 30, 2026 and December 31, 2025, the Company had $38,331,573 and $64,487,925, respectively, in cash and investments held in the Trust Account comprised of money market funds that invest in U.S. government securities. Investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Earnings on cash and investments held in the Trust Account are included in interest earned on cash and investments held in the Trust Account in the accompanying statement of operations. The estimated fair value of cash and investments held in the Trust Account is determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of June 30, 2026, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of June 30, 2026 and December 31, 2025, $0 was uninsured. Offering Costs associated with the IPO The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering” to allocate offering costs between public shares and public rights based on the estimated fair value of public shares and public rights at the date of issuance. Offering costs of $3,722,527 (net of $300,000 underwriters cash reimbursement of deferred offering cost) were charged to additional paid-in capital upon completion of the IPO and $3,974,257 was allocated to public shares which are subject to redemption based on the estimated fair value of the public on the IPO date. 9 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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. Any interest payable in respect to US debt obligations held in the Trust Account is intended to qualify for the portfolio interest exemption or otherwise be exempt from U.S. withholding taxes. Furthermore, shareholders of the Company may be subject to tax in their respective jurisdictions based on applicable laws. For instance, U.S. persons may be subject to tax on the amounts deemed received depending on whether the Company is a passive foreign investment company and whether U.S. persons have made any applicable tax elections permitted under applicable law. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Net income (loss) per share of ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary share outstanding for the period. Remeasurement of carrying value to redemption value of redeemable shares of ordinary share is excluded from income (loss) per share as the redemption value approximates fair value. For the three and six months ended June 30, 2026 and 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The net income per share presented in the statement of operations is based on the following: SCHEDULE OF NET INCOME LOSS REDEEMABLE AND NON REDEEMABLE SHARES Redeemable Non- Redeemable Redeemable Non- Redeemable Three months ended June 30, 2026 Three months ended June 30, 2025 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income per share: Numerators: Allocation of net Income including accretion of temporary equity $89,989 $47,621 $293,914 $89,644 Allocation of net income $89,989 $47,621 $293,914 $89,644 Denominators: Weighted-average shares outstanding 3,458,092 1,830,000 6,000,000 1,830,000 Basic and diluted net income per share $0.03 $0.03 $0.05 $0.05 Redeemable Non- Redeemable Redeemable Non- Redeemable Six months ended June 30, 2026 Six months ended June 30, 2025 Redeemable Non- Redeemable Redeemable Non- Redeemable Shares Shares Shares Shares Basic and diluted net income per share: Numerators: Allocation of net Income including accretion of temporary equity $278,936 $111,074 $604,011 $184,224 Allocation of net income $278,936 $111,074 $604,011 $184,224 Denominators: Weighted-average shares outstanding 4,595,631 1,830,000 6,000,000 1,830,000 Basic and diluted net income per share $0.06 $0.06 $0.10 $0.10 10 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS MEASURED AT FAIR VALUE ON RECURRING BASIS Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable June 30, Markets Inputs Inputs 2026 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in trust account $38,331,573 $38,331,573 $— $— Quoted Significant Significant Prices in Other Other As of Active Observable Unobservable December 31, Markets Inputs Inputs 2025 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in trust account $64,487,925 $64,487,925 $— $— Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features 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) is 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. Accordingly, as of June 30, 2026 and December 31, 2025, ordinary shares subject to possible redemption in an amount of $38,331,573 and $64,487,925, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity sec