Overview

We are a blank check company incorporated in the British Virgin Islands in December 2023. Our purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

On September 19, 2024, we completed our initial public offering (IPO) of 6,000,000 units at $10 per unit, raising $60 million in gross proceeds. Simultaneously, we completed a private placement of 250,000 units at $10 per unit, raising an additional $2.5 million.

On April 3, 2025, we entered into a business combination agreement with Mingde Technology Limited, a Cayman Islands company. The agreement provides for a merger between our wholly-owned subsidiary and Mingde, with Mingde becoming a wholly-owned subsidiary of the combined company. The total consideration for the acquisition is $326 million, plus up to an additional $70 million in earnout shares.

The business combination is still pending as of the date of this report. We have extended the deadline to complete the transaction three times, and now have until September 19, 2026 to do so. If we are unable to complete the transaction by that date, we will be required to liquidate.

Results of Operations

For the six months ended June 30, 2026, we had net income of $210,439, which was comprised of formation and operating costs, dividend income, and interest income. For the six months ended June 30, 2025, we had net income of $552,549.

For the three months ended June 30, 2026, we had net income of $114,872. For the three months ended June 30, 2025, we had a net loss of $24,750.

We have not generated any operating revenues to date, as our activities have been limited to evaluating potential business combination targets. We expect to incur increased expenses as a public company and in connection with due diligence efforts for a potential business combination.

Liquidity and Capital Resources

As of June 30, 2026, we had $26,560 in cash. The majority of the funds raised in our IPO and private placement, net of transaction costs, are held in a trust account and can only be used for purposes of completing a business combination or redeeming shares.

We intend to use the funds in the trust account, along with any debt or equity financing, to complete our initial business combination. If we are unable to do so by September 19, 2026 (assuming full extension), we will be required to liquidate and return the funds in the trust account to our public shareholders.

The Company’s ability to continue as a going concern is dependent on its ability to complete a business combination by the deadline. If it is unable to do so, it may be required to take additional measures to conserve liquidity, which could include curtailing operations, suspending the pursuit of a transaction, and reducing overhead expenses.

Table 1: Ordinary Shares Subject to Possible Redemption

Description	Amount
Ordinary shares subject to possible redemption as of December 31, 2024	$61,089,076
Less: Redemption of ordinary shares	$(36,650,157)
Plus: Subsequent remeasurement of ordinary shares subject to possible redemption - 2025	$2,611,987
Ordinary shares subject to possible redemption as of December 31, 2025	$27,050,906
Plus: Subsequent remeasurement of ordinary shares subject to possible redemption - 2026	$781,147
Ordinary shares subject to possible redemption as of June 30, 2026	$27,832,053

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On April 17, 2026, we received notifications from Nasdaq that we are not in compliance with the minimum market value of publicly held shares (MVPHS) and minimum market value of listed securities (MVLS) requirements for continued listing on the Nasdaq Global Market. We have until October 14, 2026 to regain compliance with these requirements.

Additionally, on June 10, 2026, we received a notification that we are not in compliance with the minimum total holders requirement for continued listing on Nasdaq. We have 45 days to submit a plan to regain compliance, which Nasdaq may grant up to 180 days to implement.

We intend to monitor our compliance with these Nasdaq listing requirements and consider options to regain compliance, such as transferring to the Nasdaq Capital Market.

Contractual Obligations

Our key contractual obligations include:

• Agreement to pay our sponsor $10,000 per month for general and administrative services
• Registration rights for holders of our founder shares, private placement units, and potential working capital loans

We do not have any long-term debt, capital leases, or other long-term liabilities.

Critical Accounting Policies

• Ordinary shares subject to possible redemption: We classify ordinary shares subject to possible redemption in accordance with FASB ASC 480. Changes in the redemption value are recognized immediately as they occur.
• Net income (loss) per share: We calculate net income (loss) per share in accordance with ASC Topic 260, allocating income/loss between redeemable and non-redeemable ordinary shares.

Overall, we remain focused on completing our initial business combination by the September 2026 deadline. However, our ability to do so is subject to various risks and uncertainties, including our compliance with Nasdaq listing requirements. We will continue to monitor our financial position and explore all available options to maximize value for our shareholders.