季報
季度報告
10-Q
2026-05-15
公司正與Mango Financial Group Limited進行業務合併，已簽訂合併協議並兩次修訂（2025年9月及2026年4月）。
AI 繁中摘要
Cayson Acquisition Corp（CAPN）提交截至2026年3月31日的第一季度10-Q報告。申報類型：10-Q。財政季度：2026財年Q1（2026年1月1日至3月31日）。
重點事件：
- 公司正與Mango Financial Group Limited進行業務合併，已簽訂合併協議並兩次修訂（2025年9月及2026年4月）。
- 股東在2026年3月18日特別會議上批准將完成業務合併的期限延長至2027年3月23日，每月可延期一次，每次需存入12.5萬美元。
- 贖回：持有2,541,908股普通股的股東行使贖回權，以每股約10.83美元贖回，總贖回金額約2,753.6萬美元。
- 為提供營運資金及延期資金，公司從第三方（Mango Financial）及關聯方取得無息本票，截至2026年3月31日，第三方本票結欠102.5萬美元，關聯方本票結欠30萬美元。
業績摘要：
- 2026年Q1淨收入為25.24萬美元，低於去年同期的40.47萬美元，主要由於信託賬戶利息收入減少（54.59萬美元 vs 63.62萬美元）及營運成本增加（29.42萬美元 vs 23.58萬美元）。
- 每股基本及攤薄收益：可贖回普通股及非可贖回普通股均為0.03美元（2025年Q1：0.05美元）。
財務狀況：
- 截至2026年3月31日，信託賬戶持有現金及投資3,762.2萬美元（2025年底：6,448.8萬美元）；營運現金僅6.44萬美元。
- 營運資金赤字135.2萬美元，流動性緊張。管理層表示存在對公司持續經營能力的重大疑慮，若未能按時完成業務合併，可能面臨清盤。
- 為延長期限，公司已於2026年3月19日存入12.5萬美元，並於2026年4月22日再存入12.5萬美元，將期限延至2026年5月23日。
管理層展望：
- 目標是在延期期限內完成與Mango的業務合併。資金來源主要依靠信託賬戶餘額及可能的工作資本貸款（最多150萬美元，可轉換為私人配售單位）。
- 若業務合併無法完成，公司將被迫解散並清算，股東將從信託賬戶獲得贖回款項。
對投資者的潛在影響：
- 業務合併成功與否是關鍵，若失敗則股份價值可能歸零。近期股東大量贖回反映市場疑慮。
- 公司依賴關聯方及合併夥伴提供資金延期，增加了不確定性。
- 成功合併後，股東將獲得Target業務的權益，但仍需關注合併條款及稀釋效應。
展開英文正文
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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) 00-0000000 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 May 15, 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 21 Item 4 – Controls and Procedures 21 Part II - Other Information Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 5 – Other Information 22 Item 6 – Exhibits 23 Signatures 24 1 Part I - Financial Information Item 1 – Financial Statements CAYSON ACQUISITION CORP BALANCE SHEETS (UNAUDITED) March 31, 2026 December 31, 2025 ASSETS Current Assets Cash $64,433 $63,670 Prepaid expenses 62,527 88,317 Total Current Assets 126,960 151,987 Cash and investments held in trust account 37,622,133 64,487,925 Total Non-current assets 37,622,133 64,487,925 Total Assets $37,749,093 $64,639,912 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued expenses 153,867 109,330 Promissory note - third party 1,025,000 900,000 Promissory note - related party 300,000 300,000 Promissory note 300,000 300,000 Total Current Liabilities 1,478,867 1,309,330 Deferred underwriting commission payable 2,100,000 2,100,000 Total Liabilities 3,578,867 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 $10.88 and $10.75 per share as of March 31, 2026 and December 31, 2025, respectively 37,622,133 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 March 31, 2026 and December 31, 2025, respectively) 183 183 Additional paid-in capital - - Accumulated deficit (3,452,090) (3,257,526) Total Shareholders’ Deficit (3,451,907) (3,257,343) Total Liabilities and Shareholders’ Deficit $37,749,093 $64,639,912 The accompanying notes are an integral part of the unaudited financial statements. 2 CAYSON ACQUISITION CORP STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 2025 Formation and operating costs $294,218 $235,799 Loss from operations (294,218) (235,799) Other Income Bank interest income 763 4,302 Interest earned on cash and investments held in Trust Account 545,855 636,174 Total other income 546,618 640,476 Net Income $252,400 $404,677 Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 5,745,809 6,000,000 Basic and diluted net income per share, ordinary shares subject to redemption $0.03 $0.05 Basic and diluted weighted average shares outstanding, ordinary shares, non-redeemable 1,830,000 1,830,000 Basic and diluted net income per share, ordinary shares, non-redeemable $0.03 $0.05 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 MONTHS ENDED MARCH 31, 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) FOR THREE MONTHS ENDED MARCH 31, 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) Balance 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) The accompanying notes are an integral part of the unaudited financial statements. 4 CAYSON ACQUISITION CORP STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 FOR THE THREE MONTHS ENDED MARCH 31, 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $252,400 $404,677 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on cash and investments held in Trust Account (545,855) (636,174) Changes in operating assets and liabilities: Accrued expenses 268,428 59,968 Prepaid expense 25,790 21,460 CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 763 (150,069) CASH FLOWS FROM INVESTING ACTIVITIES Cash withdrawn from trust account in connection with redemption 27,536,647 - Cash deposited into Trust account (125,000) - CASH PROVIDED BY INVESTING ACTIVITIES 27,411,647 - CASH FLOWS FROM FINANCING ACTIVITIES Payments made in relation to redemptions of ordinary shares (27,536,647) - Promissory note – third party 125,000 - CASH USED IN FINANCING ACTIVITIES (27,411,647) - NET INCREASE (DECREASE) IN CASH 763 (150,069) CASH AT BEGINNING OF THE PERIOD 63,670 465,254 CASH AT PERIOD END $64,433 $315,185 Supplemental disclosure of cash flow information: Contribution of transaction cost $223,891 $- Subsequent measurement of ordinary shares subject to possible redemption $545,855 $636,174 Extension funds attributable to ordinary shares subject to redemption $125,000 $- 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 March 31, 2026, the Company had not commenced any operations. All activity for the period from May 27, 2024 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), 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 $3,722,527 (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 $422,527 (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 On July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), 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, 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”. On September 11, 2025, the parties entered into an amendment to the Merger Agreement (the “Amendment”). On April 14, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment 2”). 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 Limited (“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 Limited (“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. $250,000 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 March 19, 2026, $125,000 was deposited into the trust Account to extend the deadline from March 23, 2026 to April 23, 2026. On April 22, 2026, an additional $125,000 was deposited into the trust Account to extend the deadline from April 23, 2026 to May 23, 2026. 7 Going Concern Consideration As of March 31, 2026, the Company had $64,433 in its operating bank account and a working capital deficit of $1,351,907. 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 March 31, 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 March 31, 2026 and December 31, 2025, the Company had cash of $64,433 and $63,670, respectively. Cash and investments held in Trust Account As of March 31, 2026 and December 31, 2025, the Company had $37,622,133 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 March 31, 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 March 31, 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 March 31, 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 (losses) per share as the redemption value approximates fair value. For the three months ended March 31, 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 March 31, 2026 Three months ended March 31, 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 $191,431 $60,969 $310,098 $94,580 Allocation of net income $191,431 $60,969 $310,098 $94,580 Denominators: Weighted-average shares outstanding 5,745,809 1,830,000 6,000,000 1,830,000 Basic and diluted net income per share $$0.03 $$0.03 $$0.05 $$0.05 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 March 31, 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 March 31, Markets Inputs Inputs 2026 (Level 1) (Level 2) (Level 3) Assets: Cash and investments held in trust account $37,622,133 $37,622,133 $— $— 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 March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption in an amount of $37,622,133 and $64,487,925, respectively, are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital or accumulated deficit if additional paid-in capital has no outstanding balance at the period end. 11 As of March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: SCHEDULE OF ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION Ordinary shares subject to possible redemption, as of December 31, 2024 $60,752,079 Plus: Subsequent measurement of ordinary shares subject to possible redemption 2,535,846 Extension funds attributable to ordinary shares subject to redemption 1,200,000 Ordinary shares subject to possible redemption, as of December 31, 2025 $64,487,925 Less: Redemption of ordinary shares (2,541,908 shares redeemed at approx. $10.83 per share on 3/23/2026) (27,536,647) Plus: Subsequent measurement of ordinary shares subject to possible redemption 545,855 Extension funds attributable to ordinary shares subject to redemption 125,000 Ordinary shares subject to possible redemption, as of March 31, 2026 $37,622,133 Segment Reporting ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Financial Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews key metrics, formation and operating costs and interest earned on cash and investments held in Trust Account which include the accompanying statements of operations. The key measures of segment profit or loss reviewed by our CODM are interest earned on cash and investments held in Trust Account and formation and operating costs. The CODM reviews interest earned on cash and investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. NOTE 3 — INITIAL PUBLIC OFFERING On September 23, 2024, the Company sold 6,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one ordinary share and one right to receive one-tenth (1/10)