UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ 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 001-42386

Charlton Aria Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

221 W 9th St, #848

Wilmington, Delaware 19801

(Address of principal executive offices and zip code)

909-214-2482

(Registrant’s telephone number, including area code)

(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	Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-eighth of one Class A ordinary share	CHARU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	CHAR	The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-eighth of one Class A ordinary share	CHARR	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 (Section 232.405 of this chapter) during the preceding 12 months (or 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 the 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 ~~November~~May 2612, ~~2024~~2025, there were 8,840,000 of the registrant’s Class A ordinary shares, par value $0.0001 per share, and 2,~~156~~125,~~250~~000 of the registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Charlton Aria Acquisition Corporation

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		1
Item 1. FINANCIAL STATEMENTS (UNAUDITED)		1
Balance Sheet as of September 30, 2024 (Unaudited)		1
Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited)		1
Statements of Operations for the three months ended September 30, 2024 and the period from March 22, 2024 (inception) through September 30, 2024 (Unaudited)		2
Statements of Operations for the Three Months Ended March 31, 2025 and for the Period from March 22, 2024 (Inception) Through March 31, 2024 (Unaudited)		2
Statement of Changes in Shareholder’s Equity (Deficit) for the period from March 22, 2024 (inception) through September 30, 2024 (Unaudited)		3
Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2025 and for the Period from March 22, 2024 (Inception) Through March 31, 2024 (Unaudited)		3
Statement of Cash Flows for the period from March 22, 2024 (inception) through September 30, 2024 (Unaudited)		4
Statements of Cash Flows for the Three Months Ended March 31, 2025 and for the Period from March 22, 2024 (Inception) Through March 31, 2024 (Unaudited)		4
Notes to Unaudited Financial Statements		5
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1518
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		1822
Item 4. CONTROLS AND PROCEDURES		1922
PART II – OTHER INFORMATION		2023
Item 1. LEGAL PROCEEDINGS		2023
Item 1A. RISK FACTORS		2023
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES		2023
Item 3. DEFAULTS UPON SENIOR SECURITIES		2023
Item 4. MINE SAFETY DISCLOSURES		2023
Item 5. OTHER INFORMATION		2123
Item 6. EXHIBITS		2124
SIGNATURES		2225

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHARLTON ARIA ACQUISITION CORPORATION

BALANCE ~~SHEET~~SHEETS

~~AS OF SEPTEMBER 30, 2024~~(Unaudited)

(Unaudited)

	March 31,			December 31,
	2025			2024
Assets
Current Assets
Cash	$	186,232		$	447,419
Prepaid expenses		105,285			9,365
Total Current Assets		291,517			456,784

Cash and investments held in Trust Account		86,769,326			85,870,124
Total Assets	$	87,060,843		$	86,326,908

Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	38,562		$	35,884
Due to related parties		13,750			13,750
Total Current Liabilities		52,312			49,634

Deferred underwriting commission payable		1,700,000			1,700,000
Total Liabilities		1,752,312			1,749,634

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 8,500,000 shares at redemption value of $10.21 and $10.10 per share as of March 31, 2025 and December 31, 2024, respectively		86,769,326			85,870,124

Shareholders’ Deficit
Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, 340,000 shares issued and outstanding (excluding 8,500,000 shares subject to possible redemption)		34			34
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,125,000 shares issued and outstanding		213			213
Additional paid-in capital		-			-
Accumulated deficit		(1,461,042	)		(1,293,097	)
Total Shareholders’ Deficit		(1,460,795	)		(1,292,850	)
Total Liabilities and Shareholders’ Deficit	$	87,060,843		$	86,326,908

Assets
Current Assets
Prepaid expenses	$	10,000
Total Current Assets		10,000
Non-current Assets
Deferred offering costs		199,753
Total Assets	$	209,753
Liabilities and Shareholder’s Deficit
Current Liabilities
Accrued deferred offering cost	$	33,459
Due to related parties		28,750
Promissory note - related party		268,723
Total Current Liabilities		330,932
Total Liabilities		330,932
Commitments and Contingencies (Note 6)
Shareholders’ Deficit
Preference shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-
Class A ordinary shares, $0.0001 par value, 445,000,000 shares authorized, none issued and outstanding		-
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding (1)		216
Additional paid-in capital		210,129
Accumulated deficit		(331,524	)
Total Shareholders’ Deficit		(121,179	)
Total Liabilities and Shareholders’ Deficit	$	209,753

The accompanying notes are an integral part of these unaudited financial statements.

(1~~) This number includes an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).~~

~~The~~CHARLTON ~~accompanying~~ARIA ~~notes are an integral part of these unaudited financial statements.~~ACQUISITION CORPORATION

1STATEMENTS OF OPERATIONS

~~CHARLTON ARIA ACQUISITION CORPORATION~~(Unaudited)

STATEMENTS OF OPERATIONS

				For The Period From
	For the			March 22, 2024
	Three Months Ended			(Inception) Through
	March 31, 2025			March 31, 2024
Formation and operating costs	$	170,252		$	20
Loss from operations		(170,252	)		(20	)

Other income:
Interest and dividends earned on cash and investments held in Trust Account		899,202			-
Interest income		2,307			-
Total other income		901,509			-

Net income (loss)	$	731,257		$	(20	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		8,500,000			-
Basic and diluted income per share, Class A ordinary shares subject to possible redemption	$	0.07		$	-
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		2,465,000			-
Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	0.07		$	-

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited financial statements.

				For The Period From
	For The			March 22, 2024
	Three Months Ended			(inception) Through
	September 30, 2024			September 30, 2024
Formation and operating costs	$	130,326		$	146,179
Stock-based compensation expense		185,345			185,345
Net loss	$	(315,671	)	$	(331,524	)
Basic and diluted weighted average Class B ordinary shares outstanding (1)		1,875,000			1,875,000
Basic and diluted net loss per Class B ordinary share	$	(0.17	)	$	(0.18	)

~~(1)~~CHARLTON ~~This~~ARIA ~~number excludes an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).~~ACQUISITION CORPORATION

~~The~~STATEMENTS ~~accompanying~~OF ~~notes~~CHANGES IN ~~are~~SHAREHOLDERS’ ~~an integral part of these unaudited financial statements.~~DEFICIT

2FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND FOR THE PERIOD FROM MARCH 22, 2024

~~CHARLTON~~(INCEPTION) ~~ARIA~~THROUGH ~~ACQUISITION~~MARCH ~~CORPORATION~~31, 2024

~~STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY~~ (~~DEFICIT~~Unaudited)

(Unaudited)

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2024		340,000	$	34		2,125,000	$	213	$	-	$	(1,293,097	)	$	(1,292,850	)
Remeasurement of carrying value to redemption value		-		-		-		-		-		(899,202	)		(899,202	)
Net income		-		-		-		-		-		731,257			731,257
Balance as of March 31, 2025		340,000	$	34		2,125,000	$	213	$	-	$	(1,461,042	)	$	(1,460,795	)

	Ordinary Shares				~~Ordinary Shares~~				Additional					~~Additional~~Total						~~Total~~
	Preference Shares				Class A				Class B					Paid-in			Accumulated			Shareholders’ Equity
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		~~Shares (1)~~Capital		~~Amount~~Deficit			~~Capital~~Deficit			~~Deficit~~			~~(Deficit)~~
Balance as of March 22, 2024 (inception)		-	$	-		-	$	-		-	$	-		$	-		$	-		$	-
Balance as of March 22, 2024 (Inception)		-	$	-		-	$	-	$	-	$	-		$	-
Net loss		-		-		-		-		-		-(20	)		-(20	)		~~(20~~	)		~~(20~~	)
Balance as of March 31, 2024		-	$	-		-	$	-	$	-	$	-(20	)	$	-(20	)		~~(20~~	)		~~(20~~	)
Insider shares issued to initial shareholder (1)		-		-		-		-		2,156,250		216			24,784			-			25,000
Net loss		-		-		-		-		-		-			-			(15,833	)		(15,833	)
Balance as of June 30, 2024		-		-		-		-		2,156,250		216			24,784			(15,853	)		9,147
Stock-based compensation expense		-		-		-		-		-		-			185,345			-			185,345
Net loss		-		-		-		-		-		-			-			(315,671	)		(315,671	)
Balance as of September 30, 2024		-	$	-		-	$	-		2,156,250	$	216		$	210,129		$	(331,524	)	$	(121,179	)

~~(1)~~The ~~This~~accompanying ~~number~~notes ~~includes~~are an ~~aggregate~~integral ~~of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in~~ part byof ~~the~~these ~~underwriters~~unaudited ~~(see Note 5)~~financial statements.

~~The accompanying notes are an integral part of these unaudited financial statements.~~3

3CHARLTON ARIA ACQUISITION CORPORATION

~~CHARLTON~~STATEMENTS ~~ARIA~~OF ~~ACQUISITION~~CASH ~~CORPORATION~~FLOWS

~~STATEMENT OF CASH FLOWS~~(Unaudited)

FOR THE PERIOD FROM MARCH 22, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

				For The Period From
	For The			March 22, 2024
	Three Months Ended			(Inception) Through
	March 31, 2025			March 31, 2024
Cash Flows from Operating Activities:
Net income (loss)	$	731,257		$	(20	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Formation and operating cost paid by the Sponsor		-			20
Interest and dividends earned on cash and investments held in Trust Account		(899,202	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(95,920	)		-
Accounts payable and accrued expenses		2,678			-
Net Cash Used in Operating Activities		(261,187	)		-

Net Change in Cash		(261,187	)		-

Cash, beginning of period		447,419			-
Cash, end of period	$	186,232		$	-

Supplemental Disclosure of Cash Flow Information:
Offering costs paid via promissory note - related party	$	-		$	15,000
Remeasurement of carrying value to redemption value	$	899,202		$	-

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited financial statements.

Cash Flows from Operating Activities:
Net loss	$	(331,524	)
Adjustments to reconcile net loss to net cash used in operating activities
Formation and operating cost paid by the Sponsor		117,429
Stock-based compensation expense		185,345
Changes in operating assets and liabilities:
Due to related parties		28,750
Net Cash Used in Operating Activities		-
Net Change in Cash		-
Cash, beginning of period		-
Cash, end of period	$	-
Supplemental Disclosure of Cash Flow Information:
Prepaid expenses paid via promissory note - related party	$	10,000
Deferred offering costs included in accrued offering costs	$	33,459
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Deferred offering costs paid via promissory note - related party	$	141,294

~~The~~CHARLTON ~~accompanying~~ARIA ~~notes~~ACQUISITION ~~are~~CORPORATION anNOTES ~~integral~~TO ~~part~~UNAUDITED ofFINANCIAL ~~these unaudited financial statements.~~STATEMENTS

4Note 1 — Organization, Business Operation and Going Concern Consideration

~~CHARLTON~~Charlton ~~ARIA~~Aria ~~ACQUISITION~~Acquisition ~~CORPORATION~~Corporation (the “Company”) ~~NOTES~~is TOa ~~UNAUDTIED~~blank ~~FINANCIAL~~check ~~STATEMENTS~~company incorporated in the Cayman Islands on March 22, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end.

~~Note~~As of March 31, 2025, the Company had not commenced any operations. For the period from March ~~1 — Organization~~22, 2024 (inception) through March 31, 2025, the Company’s efforts have been limited ~~Business~~to ~~Operation~~organizational activities as well as activities related to the initial public offering (the “IPO”) and ~~Going~~search ~~Concern~~for ~~Consideration~~target for 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 dividend and/or interest income from the proceeds derived from the IPO and private placement (“Private Placement”, see Note 4).

~~Charlton~~The ~~Aria~~Company’s ~~Acquisition~~management ~~Corporation~~has ~~(the~~broad ~~“Company”)~~discretion iswith arespect ~~blank~~to ~~check~~the ~~company~~specific ~~incorporated~~application inof the ~~Cayman~~net ~~Islands~~proceeds onof ~~March 22,~~the ~~2024~~IPO asand anthe ~~exempted~~sale ~~company~~of ~~with~~the ~~limited~~Private ~~liability.~~Placements ~~The Company~~Units ~~was~~(as ~~formed~~defined ~~for~~below), although ~~the~~substantially ~~purpose~~all of ~~effecting~~the anet ~~merger,~~proceeds ~~share~~are ~~exchange,~~intended ~~asset~~to ~~acquisition,~~be ~~share~~applied ~~purchase,~~generally ~~recapitalization,~~toward ~~reorganization or~~consummating ~~similar~~an initial business combination. There ~~with~~is ~~one~~no orassurance ~~more~~that ~~businesses or entities (~~the ~~“Business Combination”). The~~ Company~~’s efforts~~ ~~to identify a prospective target business~~ will ~~not~~ be ~~limited~~able to acomplete ~~particular~~an ~~industry~~initial orbusiness ~~geographic~~combination ~~location~~successfully. ~~The Company has elected December 31 as its fiscal year end.~~

~~As of~~The ~~September 30, 2024, the~~ Company ~~had not commenced any operations. For the period from March 22, 2024 (inception) through September 30, 2024, the Company~~’s ~~efforts~~founder ~~have~~and ~~been~~sponsor ~~limited~~is ~~to organizational activities as well as activities related to the initial~~ST ~~public~~Sponsor II ~~offering.~~Limited, ~~The~~a ~~Company~~Cayman ~~will~~Islands ~~not~~exempted ~~generate~~company ~~any operating revenues until after~~ (the ~~completion of a Business Combination, at the earliest~~“sponsor”). The Company’s ~~will~~ability ~~generate~~to ~~non-operating~~commence ~~income in the form of dividend~~operations ~~and/or~~is ~~interest~~contingent ~~income~~upon ~~from~~obtaining ~~the~~adequate ~~proceeds~~financial ~~derived~~resources ~~from~~through ~~the~~ IPO ~~(as defined below)~~ and ~~private~~the ~~placement (“~~Private Placement~~”, see Note 4)~~.

~~The~~On ~~Company’s~~October ~~management~~25, ~~has~~2024, ~~broad~~the ~~discretion~~Company consummated its ~~with~~initial ~~respect~~public tooffering (the ~~specific~~“IPO”) ~~application~~ of ~~the~~7,500,000 ~~net~~units ~~proceeds~~(“Units”). Each Unit consists of ~~the~~one ~~IPO~~Class ~~and~~A ~~the~~ordinary ~~sale~~share, $0.0001 ofpar ~~the~~value ~~Private~~per ~~Placements~~share, ~~Units~~and ~~(as~~one ~~defined~~right ~~below), although~~to ~~substantially~~receive ~~all~~of one-eighth of ~~the~~one ~~net~~Class A ~~proceeds~~ordinary ~~are~~share ~~intended~~upon tothe becompletion ~~applied~~of ~~generally~~the ~~toward~~initial business ~~consummating~~combination. aThe ~~Business~~Units ~~Combination.~~were ~~There is~~sold noat ~~assurance~~an ~~that~~offering ~~the~~price ~~Company~~of ~~will~~$10.00 beper ~~able~~Unit, togenerating ~~complete~~total agross ~~Business~~proceeds ~~Combination~~of ~~successfully~~$75,000,000.

~~The~~Simultaneously ~~Company’s~~with ~~founder~~the ~~and~~consummation ~~sponsor~~of isthe STIPO ~~Sponsor II~~and ~~Limited~~the sale of the Units, athe ~~Cayman~~Company ~~Islands~~consummated ~~exempted~~the ~~company~~private placement (“Private Placement”) of 240,000 units (the “~~Sponsor~~Private Placement Units”). ~~The~~to ~~Company’s~~the ~~ability~~sponsor, toat ~~commence~~a ~~operations is~~price ~~contingent~~of ~~upon~~$10.00 ~~obtaining~~per ~~adequate~~Private ~~financial~~Placement ~~resources~~Unit, ~~through~~generating atotal ~~IPO~~proceeds ~~and~~of ~~the~~$2,400,000, ~~Private~~which is ~~Placement~~described in Note 4.

OnIn ~~October~~connection ~~25,~~with ~~2024~~the IPO, the ~~Company~~underwriters were ~~consummated~~granted ~~its initial~~an ~~public~~option ~~offering~~to ~~(the~~purchase ~~“IPO”)~~up ofto 71,~~500~~125,000 ~~units~~additional Units to cover over-allotments, if any (the “~~Units~~Over-allotment Option”). ~~Each~~On ~~Unit~~November ~~consists~~19, of2024, ~~one~~the ~~Class~~Representative Aexercised ~~ordinary~~the ~~share~~Over-allotment Option in part, and purchased 1,000,000 Units ~~$0.0001~~(the ~~par~~“Option ~~value~~Units”), ~~per~~generating ~~share~~gross proceeds of $10,000,000. ~~and~~Simultaneously ~~one~~with ~~right~~the toissuance ~~receive~~and sale of ~~one-eighth~~the ofOption Units, ~~one~~the ~~Class A~~Company ~~ordinary~~completed ~~share~~a ~~upon~~private ~~the~~placement ~~completion~~sale of 15,000 Private Units (the ~~initial Business~~“Additional ~~Combination.~~Private ~~The~~Placement Units”) to ~~were~~the ~~sold~~sponsor at ana ~~offering~~purchase price of $10.00 ~~per~~Private ~~Unit~~Units, generating ~~total~~ gross proceeds of $75150,000. The Company also issued an additional 10,000 Representative Shares to the Representative.

~~Simultaneously~~In connection with the ~~consummation~~offering of the ~~IPO~~Option Units and the sale of ~~the~~Additional Private Placement Units, the ~~Company~~proceeds ~~consummated~~of $10,025,000 from the ~~private~~proceeds ~~placement~~of ~~(“Private~~the ~~Placement”)~~offering of ~~240,000~~the ~~units~~Option Units (and the “sale of Additional Private Placement Units”) towere placed in the ~~Sponsor,~~trust ataccount aestablished ~~price~~for ofthe ~~$10.00~~benefit ~~per~~of ~~Private~~the ~~Placement~~Company’s public ~~Unit,~~shareholders ~~generating~~and ~~total~~the ~~proceeds~~underwriters of $2the IPO,~~400,000,~~ ~~which is~~with ~~described~~Continental inStock ~~Note~~Transfer 4& Trust Company acting as trustee.

~~The underwriters of the IPO have been granted a 45-day option to purchase up to an additional 1~~31,~~125,000 units offered by the Company to cover over-allotments, if any. Up to 281,~~250 shares of the 2,156,250 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary share” or “~~insider~~founder shares”) (see Note 4) held by the ~~Sponsor~~sponsor were ~~will be~~ forfeited to the extent that the underwriters’ over-allotment option iswas ~~not~~ exercised in ~~full~~ ~~or in~~ part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after the IPO (without given effect to the sale of the Private Placement Units, the Representative Shares (as defined below), and assuming our directors, officers, Sponsor or any of the foregoing’s affiliates (collectively, “insiders”) do not purchase Units in the IPO).

In conjunction with the IPO, the Company issued to the underwriter 75,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $81,348.5

~~The~~Transaction ~~Company’s~~costs ~~initial~~amounted ~~Business~~to ~~Combination must~~$3,408,558, ~~occur with one or more target businesses that together have an aggregate fair market value~~ consisting of at$1,275,000 ~~least 80%~~ of ~~the~~underwriting ~~value~~commissions ofwhich ~~the~~was ~~Trust Account~~paid ~~(excluding~~in ~~any~~cash ~~deferred~~at ~~underwriters’ fees and taxes payable on~~ the ~~income~~closing ~~earned~~date onof the ~~Trust~~IPO, ~~Account)~~$1,700,000 ~~at the time~~ of ~~the agreement~~deferred tounderwriting ~~enter into the initial Business Combination. The Company will complete its initial Business Combination only if the post-transaction~~commissions, ~~company~~$92,195 ~~in which its public shareholders own shares will own or acquire 50% or more~~ of the ~~outstanding~~Representative ~~voting~~Shares ~~securities~~(discussed ~~of the target or otherwise acquires a controlling interest~~ in the ~~target~~below), ~~sufficient~~and ~~for~~$341,363 itof ~~not~~other tooffering ~~be required to register as an investment company under the Investment Company Act~~costs. ~~There is no assurance that the Company will be able to complete a Business Combination successfully.~~

5In conjunction with the IPO, the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares in connection with the IPO and the offering of the Option Units totaled $92,195.

~~Upon~~The ~~the~~Company’s ~~closing~~initial ofbusiness ~~the IPO, management has agreed~~combination ~~that~~must atoccur ~~least~~with ~~$10.025~~one ~~per~~or ~~Unit~~more ~~(as~~target ~~defined~~businesses inthat ~~Note 3)~~together ~~sold~~have inan ~~the~~aggregate ~~IPO~~fair ~~will~~market bevalue ~~held~~of ~~into~~at aleast ~~U.S.-based~~80% ~~trust account (“Trust Account”). The funds held in the trust account will be invested only in U.S. government treasury bills with a maturity~~ of ~~185 days or less, or in money market funds meeting~~ the ~~applicable~~value ~~conditions~~ of ~~Rule 2a-7 promulgated under~~ the ~~Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to divided and/or interest earned on the funds held in the~~ trust account ~~that~~(excluding ~~may~~any bedeferred ~~released to the Company to pay the Company~~underwriters’s ~~tax~~fees ~~obligation, if any, the proceeds from the IPO~~ and ~~the sale~~taxes ofpayable ~~the~~on ~~Private Placement Units that are deposited and held in~~ the ~~trust~~income ~~account~~earned ~~will~~on ~~not be released from~~ the trust account ~~until the earliest to occur of (i~~) ~~the~~ ~~completion~~at of the ~~Company’s~~time ~~initial Business Combination, (ii) the redemption~~ of ~~any~~ ~~public shares properly tendered in connection with a shareholder vote to amend~~ the ~~company’s second amended and restated memorandum~~ ~~and~~agreement ~~articles of association~~ to ~~(A) modify~~enter ~~the~~into ~~substance or timing of obligation to redeem 100% of~~ the ~~Company’s~~initial ~~public~~business ~~shares if~~combination. ~~the~~The Company ~~does~~will ~~not~~ complete ~~the~~its ~~Company’s~~ initial ~~Business~~business ~~Combination~~combination ~~within~~only ~~18 months from the closing of the IPO or up to two times, each by an additional three months (or up to 24 months from the closing of the IPO~~ if the Company extends the period of time to consummate a Business Combination by the full amount of time) provided that the Sponsor and/or designees must deposit into the Trust Account for each three months extension, $750,000, or $862,500 if the underwriter’s overpost-~~allotment option is~~transaction ~~exercised~~company in ~~full~~which ~~($0.10~~its ~~per~~public ~~unit~~shareholders inown ~~either~~shares ~~case),~~will upown ~~to an aggregate of $1,500,000~~ or ~~$1,725,000~~acquire if50% ~~the underwriter’s over-allotment option is exercised in full, on~~ or ~~prior~~more ~~to the date~~ of the ~~applicable~~outstanding ~~deadline,~~voting orsecurities ~~(B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption~~ of ~~all of public shares if~~ the ~~Company~~target isor ~~unable~~otherwise toacquires ~~complete~~a ~~their~~controlling ~~initial~~interest ~~Business~~in ~~Combination within 18 months from~~ the ~~closing~~target ofsufficient ~~the~~for ~~IPO~~it ornot up to ~~two~~be ~~times,~~required ~~(or up~~ to ~~24 months~~register ~~from~~as ~~the~~an ~~closing~~investment ofcompany under the ~~IPO~~Investment ~~if the~~ Company ~~extends~~Act. ~~the~~There ~~period~~is ofno ~~time~~assurance tothat ~~consummate a Business Combination by~~ the ~~full amount~~Company ~~of time), subject to applicable law. In no other circumstances~~ will abe ~~public~~able ~~shareholder have any right or interest of any kind~~ to orcomplete inan ~~the~~initial ~~trust~~business ~~account.~~combination ~~The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders~~successfully.

Upon the closing of the IPO, management has agreed that at least $10.025 per Unit sold in the IPO will be held into a U.S.-based trust account (“trust account”). The ~~Company~~funds held in the trust account will ~~provide~~be ~~its~~invested ~~public~~only ~~shareholders~~in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to divided and/or interest earned on the ~~opportunity~~funds held in the trust account that may be released to ~~redeem~~the ~~all~~Company orto apay ~~portion~~the Company’s tax obligation, if any, the proceeds from the IPO and the sale of ~~their~~the ~~public~~Private ~~shares~~Placement Units that ~~upon~~are deposited and held in the trust account will not be released from the trust account until the earliest to occur of (i) the completion of the ~~Business~~Company’s ~~Combination~~initial ~~either~~business combination, (iii) inthe redemption of any public shares properly tendered in connection with a shareholder ~~meeting~~vote ~~called~~to amend the company’s memorandum and articles of association effective at the time to ~~approve~~(A) modify the substance or timing of obligation to redeem 100% of the ~~Business~~Company’s public shares if the Company does not complete the Company’s initial business combination by the Combination Deadline (as defined below), or (iiB) bywith ~~means~~respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of all of public shares if the Company is unable to complete their initial business combination by the, subject to applicable law. In no other circumstances will a ~~tender~~public shareholder ~~offer~~have any right or interest of any kind to or in the trust account. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

The ~~ordinary~~Company ~~shares~~will ~~subject~~have until April 25, 2026 (or 18 months from the consummation of the IPO) to ~~redemption~~consummate ~~accredited~~its initial business combination. If it anticipates that it may not be able to consummate its initial business combination by then, it may, but is not obligated to, extend the ~~redemption~~period ~~value~~of ~~and~~time ~~classified~~to asconsummate ~~temporary~~an ~~equity~~initial ~~upon~~business combination two times by an additional three months each time (until July 25, 2026 or October 25, 2026, or up to 21 months or 24 months from the ~~completion~~consummation of the IPO to complete an initial business combination), inprovided ~~accordance~~that ~~with~~the ~~Financial~~sponsor ~~Accounting~~and/or ~~Standard~~designees must deposit ~~Board’s~~into ~~(FASB)~~the ~~Accounting~~trust ~~Standards~~account ~~Codification~~for ~~(“ASC”)~~each ~~Topic~~three ~~480~~months ~~“Distinguishing~~extension, ~~Liabilities~~$850,000 ~~from Equity~~($0.~~” The~~10 ~~Company~~per ~~has~~unit ~~determined~~in ~~not~~either case), up to ~~consummate~~an ~~any~~aggregate ~~Business~~of ~~Combination~~$1,750,000 on ~~unless~~or prior to the ~~Company~~date ~~has~~of ~~net~~the ~~tangible~~applicable ~~assets~~deadline. ofThe atapplicable ~~least~~deadline $5to consummate the initial business combination in each case,~~000,001~~ ~~upon~~April ~~such~~25, ~~consummation~~2026, inJuly ~~order~~25, to2026, ~~avoid~~or ~~being~~October ~~subject~~25, to2026, ~~Rule 419~~is ~~promulgated~~referred ~~under~~as the ~~Securities~~“Combination ~~Act~~Deadline”.

The Company will ~~have~~provide ~~only 18 months from~~its ~~the~~public ~~closing of the IPO (or up to 24 months from the closing of the IPO if the Company extends the period of time to consummate~~shareholders awith ~~Business Combination by~~ the ~~full~~opportunity ~~amount of time)~~ to ~~complete~~redeem ~~its initial Business Combination, the Company will: (i) cease~~ all ~~operations~~ ~~except~~or ~~for~~a ~~the~~portion ~~purpose~~ of ~~winding~~their ~~up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the~~ public shares, atupon ~~a per-share price, payable in cash, equal to~~ the ~~aggregate~~completion amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of ~~interest generated from~~ the ~~funds~~initial ~~held~~business incombination ~~the Trust~~either Account released to us to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (~~including the right to receive further liquidation distributions, if any~~i)~~; and, and (iii)~~ ~~as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject~~ in ~~each~~connection case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. time). The Sponsor and each member of management team have entered into an agreement with ~~the~~a ~~Company,~~shareholder ~~pursuant~~meeting tocalled ~~which they have agreed~~ to ~~waive~~approve ~~their rights to liquidating distributions from~~ the ~~Trust Account with respect to any insider shares they hold if the Company fail to consummate an~~ initial ~~Business~~business ~~Combination~~combination ~~within 18 months from the closing of this offering (~~or ~~up to 24~~(ii) ~~months~~by ~~from~~means ~~the closing~~ of ~~this offering, if the Company extend the period of time to consummate~~ a ~~Business Combination)~~tender offer.

6The ordinary shares subject to redemption accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standard Board’s (FASB) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.025 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.025 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the company. Therefore, it cannot be assured that that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.6

~~Going~~If ~~Concern~~the ~~Consideration~~Company does not complete its initial business combination by Combination Deadline, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 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 the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $100,000 of interest generated from the funds held in the trust account released to us to pay dissolution expenses) divided by the number of the then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable time). The sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial business combination by the Combination Deadline.

~~As of~~The ~~September~~sponsor ~~30,~~has ~~2024,~~agreed that it will be liable to the Company ~~had~~if noand ~~cash~~to ~~and~~the extent any claims by a ~~working~~third ~~capital~~party ~~deficiency~~for ofservices ~~$320,932.~~rendered Onor ~~October~~products ~~25,~~sold ~~2024,~~to the Company, ~~completed~~or a prospective ~~its~~target ~~IPO.~~business ~~The~~with ~~Company~~which ~~expects~~the toCompany ~~incur~~has ~~significant~~entered ~~professional~~into ~~costs~~a towritten ~~remain~~letter asof aintent, ~~publicly~~confidentiality ~~traded~~or ~~company~~similar ~~and~~agreement toor ~~incur~~Business ~~significant~~Combination ~~transaction~~agreement, ~~costs~~reduce inthe ~~pursuit~~amount of funds in the ~~consummation~~trust ofaccount ato ~~Business~~below ~~Combination~~the lesser of (i) $10.025 Inper ~~connection~~public ~~with~~share and (ii) the actual ~~Company’s~~amount ~~assessment~~per ofpublic ~~going concern~~share ~~considerations~~held in ~~accordance~~the ~~with~~trust ~~Accounting~~account ~~Standards~~as ~~Update~~of ~~(“ASU”)~~the ~~2014-15,~~date ~~“Disclosures~~of the liquidation of ~~Uncertainties about~~the antrust ~~Entity’s~~account, ~~Ability~~if less than $10.025 per share due to ~~Continue~~reductions asin athe ~~Going~~value ~~Concern~~of the trust assets,” ~~management~~less ~~has~~taxes ~~determined~~payable, provided that ~~these~~such ~~conditions~~liability ~~raise~~will ~~substantial~~not apply to any claims ~~doubt~~by ~~about~~a ~~the~~third ~~Company’s~~party ~~ability~~or toprospective ~~continue~~target asbusiness awho ~~going~~executed ~~concern.~~a ~~Management’s~~waiver ~~plan~~of inany ~~addressing~~and ~~this~~all ~~uncertainty~~rights isto ~~through~~ the ~~Working~~monies ~~Capital~~held ~~Loans,~~in asthe ~~defined~~trust ~~below~~account (~~see~~whether or ~~Note~~not ~~5).~~such Inwaiver ~~addition,~~is ifenforceable) ~~the~~nor ~~Company~~will isit ~~unable~~apply to ~~complete~~any aclaims ~~Business~~under ~~Combination~~the ~~within~~ Company’s indemnity of the ~~Combination~~underwriters ~~Period~~of bythis ~~April~~offering against ~~25,~~certain ~~2026~~liabilities, ~~unless~~including ~~further~~liabilities ~~extended~~under the Securities Act. However, the Company’s ~~board~~has ofnot ~~directors~~asked ~~would~~the ~~proceed~~sponsor to ~~commence a~~reserve ~~voluntary~~for ~~liquidation~~such ~~and~~indemnification ~~thereby~~obligations, anor ~~formal~~have ~~dissolution of~~ the Company. ~~There~~independently isverified nowhether ~~assurance that~~ the Company’s ~~plans~~sponsor tohas ~~consummate~~sufficient funds ato ~~Business~~satisfy ~~Combination~~its ~~will~~indemnity beobligations ~~successful~~and ~~within~~believe that the ~~Combination~~Sponsor’s ~~Period.~~only Asassets aare ~~result~~securities of the company. Therefore, ~~management~~it ~~has~~cannot be ~~determined~~assured that ~~such~~that ~~additional~~the ~~condition also~~sponsor ~~raise~~would ~~substantial~~be ~~doubt~~able ~~about~~to ~~the~~satisfy ~~Company’s~~those ~~ability~~obligations. toNone ~~continue~~of asthe aofficers ~~going~~or ~~concern.~~directors ~~The~~will ~~unaudited financial~~indemnify ~~statement~~the ~~does~~Company for ~~not~~claims ~~include~~by ~~any~~third ~~adjustments~~parties ~~that~~including, ~~might~~without ~~result~~limitation, ~~from~~claims ~~the~~by ~~outcome~~vendors ofand ~~this~~prospective ~~uncertainty~~target businesses.

~~Risks~~Going ~~and~~Concern ~~Uncertainties~~Consideration

As of March 31, 2025, the Company had $186,232 of cash and a ~~result~~working capital of ~~the~~$239,205. ~~military~~The ~~action~~Company ~~commenced~~expects ~~in February 2022~~to byincur ~~the~~significant ~~Russian~~professional ~~Federation~~costs to remain as a publicly traded company and ~~Belarus~~to incur significant transaction costs in pursuit of the ~~country~~consummation of ~~Ukraine~~an ~~and~~initial ~~related~~business ~~economic~~combination. ~~sanctions,~~In connection with the Company’s ~~ability~~ toassessment ~~consummate~~of agoing ~~Business~~concern ~~Combination,~~considerations orin ~~the~~accordance ~~operations~~with ofAccounting aStandards ~~target~~Update ~~business~~(“ASU”) ~~with~~2014-15, “Disclosures ~~which~~of ~~the~~Uncertainties ~~Company~~about ~~ultimately~~an ~~consummates~~Entity’s Ability to Continue as a ~~Business Combination~~Going Concern,” ~~may~~management behas ~~materially~~determined ~~and~~that these ~~adversely~~conditions ~~affected.~~raise Insubstantial ~~addition,~~doubt about the Company’s ability to ~~consummate~~continue as a ~~transaction~~going ~~may~~concern bewithin ~~dependent~~one year after the date onthat the ~~ability~~unaudited tofinancial ~~raise~~statements ~~equity~~are ~~and~~issued. ~~debt~~Management’s ~~financing~~plan ~~which~~in ~~may~~addressing bethis ~~impacted~~uncertainty byis ~~these~~through ~~events,~~the ~~including~~Working Capital Loans, as adefined ~~result~~below of(see ~~increased~~Note ~~market~~5). ~~volatility~~In addition, or ~~decreased~~if ~~market~~the ~~liquidity~~Company inis ~~third-party~~unable ~~financing~~to ~~being~~complete ~~unavailable~~an oninitial ~~terms~~business ~~acceptable~~combination towithin the ~~Company~~Combination Period orby atApril ~~all.~~25, ~~The~~2026, ~~impact~~unless offurther ~~this action~~extended, ~~and~~the ~~related~~Company’s ~~sanctions~~board onof ~~the~~directors ~~world~~would ~~economy~~proceed to commence a voluntary liquidation and thereby a formal dissolution of the ~~specific~~Company. ~~impact~~There onis no assurance that the Company’s ~~financial~~plans ~~position~~to consummate an initial business combination will be successful within the Combination Period. As a result, ~~results~~management ofhas ~~operations~~determined that such additional condition also ~~and/or~~raise substantial doubt about the Company’s ability to ~~consummate~~continue as a ~~Business~~going ~~Combination~~concern ~~are~~within ~~not~~one ~~yet~~year ~~determinable~~after the date that the unaudited financial statements are issued. The unaudited financial ~~statements~~statement dodoes not include any adjustments that might result from the outcome of this uncertainty.

~~Note 2 — Significant accounting policies~~7

~~Basis~~Risks ofand ~~Presentation~~Uncertainties

~~The~~As ~~accompanying~~a ~~unaudited~~result ~~financial statements~~of ~~are~~the ~~presented~~military action commenced in February 2022 ~~conformity~~by ~~with~~the ~~accounting~~Russian ~~principles~~Federation ~~generally~~and ~~accepted~~Belarus in the ~~United States~~country of ~~America~~Ukraine ~~(“US~~and ~~GAAP”)~~related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and ~~pursuant~~adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ~~rules~~ ability to raise equity and ~~regulations~~debt offinancing ~~the~~which ~~SEC.~~may ~~The~~be ~~interim~~impacted ~~financial~~by ~~information~~these ~~provided~~events, isincluding ~~unaudited~~as ~~but~~a ~~includes~~result ~~all~~of ~~adjustments~~increased ~~which~~market ~~management~~volatility, ~~considers~~or ~~necessary~~decreased ~~for~~market liquidity in third-party financing being unavailable on terms acceptable to the ~~fair~~Company ~~presentation~~or at all. The impact of ~~the~~this ~~results~~action ~~for~~and related sanctions on the ~~period.~~world ~~Operating~~economy ~~results~~and ~~for~~the specific impact on the ~~interim~~Company’s ~~period~~financial position, ~~ended~~results ~~September~~of ~~30,~~operations ~~2024~~and/or ability to consummate an initial business combination are not ~~necessarily~~yet ~~indicative~~determinable. ofThe ~~the~~unaudited ~~results~~financial ~~that~~statements do ~~may~~not beinclude ~~expected~~any ~~for~~adjustments that might result from the ~~fiscal~~outcome ~~year~~of ~~ending~~this ~~December 31, 2024~~uncertainty.

7Note 2 — Significant accounting policies

~~Emerging~~Basis ~~Growth~~of ~~Company Status~~Presentation

The ~~Company~~accompanying isunaudited anfinancial ~~“emerging growth company,”~~statements asare ~~defined~~presented in ~~Section 2(a) of~~conformity ~~the~~with ~~Securities~~accounting ~~Act of 1933,~~principles asgenerally ~~amended,~~accepted (in the United States of America (“~~Securities~~US ~~Act~~GAAP”), and aspursuant ~~modified by~~to the ~~Jumpstart~~rules and ~~Our~~regulations ~~Business Startups Act~~ of ~~2012,~~ (the ~~“JOBS~~SEC. ~~Act”),~~The ~~and~~interim itfinancial ~~may~~information ~~take~~provided ~~advantage~~is ofunaudited ~~certain~~but ~~exemptions~~includes all adjustments ~~from~~which ~~various~~management ~~reporting~~considers ~~requirements~~necessary ~~that~~for ~~are~~the ~~applicable~~fair topresentation ~~other~~of ~~public~~the ~~companies~~results ~~that~~for ~~are~~the ~~not~~period. ~~emerging~~Operating ~~growth~~results ~~companies~~for ~~including,~~the ~~but~~interim period ~~not~~ended ~~limited~~March to31, ~~not~~2025 ~~being~~are ~~required~~not tonecessarily ~~comply~~indicative ~~with~~of the ~~auditor~~results ~~attestation~~that ~~requirements~~may ofbe ~~Section 404~~expected offor the ~~Sarbanes-Oxley~~fiscal ~~Act~~year ending December 31, 2025. ~~reduced~~The ~~disclosure~~information ~~obligations~~included ~~regarding~~in ~~executive~~this ~~compensation~~Form in10-Q ~~its~~should ~~periodic~~be ~~reports~~read ~~and~~in ~~proxy~~conjunction ~~statements,~~with ~~and~~information ~~exemptions~~included ~~from~~in the Company’s annual report ~~requirements~~on ofForm ~~holding~~10-K afor ~~nonbinding~~the ~~advisory~~year ~~vote~~ended onDecember ~~executive~~31, ~~compensation~~2024, ~~and~~filed ~~shareholder~~with ~~approval~~the ofSecurities ~~any~~and ~~golden~~Exchange ~~parachute~~Commission ~~payments not~~on ~~previously~~March ~~approved~~24, 2025.

~~Further,~~Emerging ~~Section 102(b)(1) of~~Growth 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 an 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.Status

~~Use~~The Company is an “emerging growth company,” as defined in Section 2(a) of ~~Estimates~~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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, 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.

~~The~~Further, ~~preparation~~ Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial ~~statements~~accounting instandards ~~conformity~~until private companies ~~with~~(that USis, ~~GAAP~~those ~~requires~~that ~~management~~have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to ~~make~~comply ~~estimates~~with ~~and~~the ~~assumptions~~new or revised financial accounting standards. The JOBS Act provides that ~~affect~~a ~~the~~company ~~reported~~can ~~amounts~~elect to opt out of ~~assets~~the ~~and~~extended ~~liabilities~~transition period and ~~disclosure~~comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of ~~contingent~~such ~~assets~~extended transition period which means that when a standard is issued or revised and ~~liabilities~~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 ~~date~~time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited financial statements ~~and~~with ~~the~~another public ~~reported~~company ~~amounts~~which ofis ~~expenses~~neither ~~during~~an emerging growth company nor an emerging growth company which has opted out of using the ~~reporting~~extended transition period. ~~Actual~~difficult ~~results~~or ~~could~~impossible ~~differ~~because ~~from~~of ~~those~~the ~~estimates~~potential differences in accounting standards used.

~~Cash~~Use ~~and~~of ~~Cash Equivalents~~Estimates

The ~~Company~~preparation ~~considers~~of ~~all~~unaudited ~~short-term~~financial ~~investments~~statements in conformity with anUS ~~original~~GAAP ~~maturity~~requires management to make estimates and assumptions that affect the reported amounts of ~~three months~~assets orand ~~less~~liabilities and ~~when~~disclosure ~~purchased~~of tocontingent beassets ~~cash~~and ~~equivalents.~~liabilities ~~The~~at ~~Company~~the ~~did~~date ~~not~~of ~~have~~the ~~any~~unaudited ~~cash~~financial orstatements ~~cash equivalents~~and asthe reported amounts of ~~September~~expenses during ~~30,2024~~the reporting period. Actual results could differ from those estimates.

~~Deferred Offering Costs~~8

~~The~~Cash Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering. Deferred offering costs consist of legal and other costs (including underwriting discounts and commissions) incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholder’s equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.

~~Net~~The ~~Loss~~Company ~~Per~~considers ~~Ordinary~~all ~~Share~~short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has cash of $186,232 and $447,419 as of March 31, 2025 and December 31, 2024, respectively.

~~Net~~Cash loss per ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 281,250 shares of ordinary share that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). As of September 30, 2024, the Company did not have any dilutive securities and ~~other~~Investments ~~contracts~~Held ~~that could, potentially, be exercised or converted into ordinary share and then share~~ in ~~the~~Trust ~~earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.~~Account

8As of March 31, 2025 and December 31, 2024, substantially all of the assets of $86,769,326 and $85,870,124 held in the trust account, which are invested primarily in money market funds. These investments are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these investments are included in interest and dividends income in the accompanying statements of operations and is automatically reinvested. The fair value for these investments is determined using quoted market prices in active markets.

~~Fair~~Offering ~~Value of Financial Instruments~~Costs

The ~~fair~~Company ~~value~~complies ofwith the ~~Company’s~~requirements ~~assets and~~of ~~liabilities,~~ASC 340-10-S99-1 and ~~which~~SEC ~~qualify~~Staff asAccounting ~~financial~~Bulletin ~~instruments~~(“SAB”) ~~under~~Topic 5A — Expenses ~~FASB~~of ~~ASC 820,~~Offering. Deferred ~~“Fair~~offering ~~Value~~costs ~~Measurements~~consist ~~and~~of ~~Disclosures~~underwriting,” ~~approximates the~~legal, ~~carrying~~and ~~amounts~~other ~~represented~~expenses inincurred through the ~~accompanying~~ balance sheet, ~~primarily~~date ~~due~~that are directly related to ~~their~~the ~~short-term~~Initial ~~nature~~Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

~~The~~Fair ~~Company~~Value ~~applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition~~ of ~~fair~~Financial value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.Instruments

●The ~~Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the~~ fair value ~~measurement~~of ~~are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to~~ the ~~fair~~Company’s ~~value measurement are determined using prices for recently traded~~ assets and liabilities ~~with similar underlying terms~~, aswhich ~~well~~qualify as ~~direct~~financial orinstruments ~~indirect~~under ~~observable~~FASB ~~inputs~~ASC 820, ~~such~~“Fair asValue ~~interest~~Measurements ~~rates~~ and ~~yield~~Disclosures,” ~~curves~~approximates the ~~that~~carrying ~~are~~amounts ~~observable~~represented atin ~~commonly quoted intervals. ● Level 3 — Inputs to~~ the ~~fair~~accompanying ~~value~~balance ~~measurement are unobservable inputs~~sheet, ~~such~~primarily asdue ~~estimates,~~to ~~assumptions,~~their ~~and~~short-term ~~valuation techniques when little or no market data exists for the assets or liabilities~~nature.

~~Class A~~Concentration ~~ordinary~~of ~~shares~~Credit ~~subject to possible redemption~~Risk

~~The~~Financial ~~Company~~instruments ~~will~~that ~~account for its Class A~~potentially ~~ordinary shares~~ subject ~~to possible redemption in accordance with~~ the ~~guidance~~Company ~~in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject~~ to ~~mandatory~~concentrations redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of ~~the~~credit ~~holder~~risk orconsist ~~subject to redemption upon the occurrence~~ of ~~uncertain~~cash ~~events~~accounts ~~not~~in ~~solely~~a ~~within~~financial ~~the Company’s~~institution, ~~control)~~which, ~~will~~at ~~be classified as temporary equity. At all other~~ times, ~~ordinary~~may ~~shares will be classified as shareholders’~~exceed ~~equity. In accordance with ASC 480-10-S99,~~ the ~~Company~~Federal ~~will~~Depository ~~classify~~Insurance ~~the~~Coverage ~~Class A~~(“FDIC”) ~~ordinary shares subject to redemption outside~~ of ~~permanent~~$250,000. ~~equity~~As ~~as the redemption provisions are not solely within the control~~ of ~~the~~March ~~Company. Given that the 7~~31,~~500,000~~ ~~Class A ordinary shares (or 8~~2025,~~625,000~~ ~~Class A~~and ~~ordinary~~December ~~shares if the underwriters’ over-allotment option is exercised in full) sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e.~~31, ~~rights)~~2024, ~~the~~$0 ~~initial~~and ~~carrying value of~~$197,419, ~~Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable~~respectively, ~~the~~were ~~Company has the option to either (i) accrete changes in the redemption value~~ over the ~~period~~FDIC 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 periodlimit. The Company has ~~elected~~not toexperienced ~~recognize~~losses ~~the~~on ~~changes~~these ~~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~~accounts.

Net Income ~~Taxes~~(Loss) Per Share

The Company complies ~~accounts~~with ~~for~~accounting ~~income~~and ~~taxes~~disclosure ~~under~~requirements of FASB ASC ~~740~~ 260, Earnings Per Share. Net income (loss) per ordinary share is computed ~~Income~~by ~~Taxes~~dividing net income (~~“ASC 740”~~loss). ~~ASC 740~~by ~~requires~~the weighted average number of ordinary shares outstanding for the ~~recognition~~period. Remeasurement of ~~deferred~~carrying value ~~tax~~to ~~assets~~redemption ~~and~~value ~~liabilities~~of ~~for~~redeemable ~~both~~ordinary shares is excluded from income (loss) per share as the ~~expected~~redemption value approximates ~~impact~~fair ofvalue. ~~differences~~For ~~between~~the three months ended March 31, 2025, the ~~financial~~Company ~~statement~~has ~~and~~not ~~tax~~considered ~~basis~~the effect of ~~assets~~the ~~and~~8,755,000 ~~liabilities~~Rights ~~and~~included ~~for~~in the Units, ~~expected~~the ~~future~~Private ~~tax~~Placement ~~benefit~~Units, the Option Units and the Additional Private Placement Units, toin bethe ~~derived~~calculation ~~from~~of ~~tax~~diluted ~~loss~~net ~~and~~income ~~tax~~per ~~credit~~share, ~~carry~~since ~~forwards.~~the ~~ASC 740~~conversion ~~additionally~~of ~~requires~~the aRights ~~valuation~~is ~~allowance~~contingent toupon bethe ~~established~~occurrence of future events ~~when~~and itthe isinclusion ~~more~~of ~~likely~~such ~~than~~Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that ~~all~~could, potentially, be exercised or aconverted ~~portion~~into ordinary shares and then share in the earnings of ~~deferred~~the ~~tax~~Company. ~~assets~~As ~~will~~a ~~not~~result, bediluted income ~~realized~~(loss) per share is the same as basic income (loss) per share for the periods presented.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited financial statements.

					For The Period From
	For The Three Months				March 22, 2024
	Ended				(Inception) Through
	March 31, 2025				March 31, 2024
	Redeemable		Non-Redeemable		Redeemable		Non-Redeemable
	Class A		Class A and Class B		Class A		Class A and Class B
	Ordinary		Ordinary		Ordinary		Ordinary
	Shares		Shares		Shares		Shares
Basic and diluted net income (loss) per ordinary share:
Numerators:
Allocation of net income (loss)	$	566,866	$	164,391	$	-	$	(20	)
Denominators:
Basic and diluted weighted average shares outstanding		8,500,000		2,465,000		-		-
Basic and diluted net income per ordinary share	$	0.07	$	0.07	$	-	$	-

~~The~~Fair ~~Company~~Value ~~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 ~~September~~Financial ~~30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.~~Instruments

~~There~~The isfair ~~currently~~value noof ~~taxation~~the ~~imposed~~Company’s onassets ~~income~~and byliabilities, ~~the~~which ~~Government~~qualify ofas ~~the Cayman~~financial ~~Islands.~~instruments Inunder ~~accordance~~FASB ~~with~~ASC ~~Cayman Islands federal income tax regulations~~820, ~~income~~“Fair ~~taxes are~~Value ~~not~~Measurements ~~levied~~and onDisclosures,” approximates the ~~Company.~~carrying ~~Consequently,~~amounts ~~income~~represented ~~taxes~~in ~~are~~the ~~not~~accompanying ~~reflected~~balance insheet, ~~the~~primarily ~~Company’s~~due ~~unaudited~~to ~~financial~~their ~~statements~~short-term nature.

~~Stock-~~The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based ~~compensation~~on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

~~The~~● ~~Company recognizes~~Level ~~compensation~~1 ~~costs~~— ~~resulting~~Assets ~~from the issuance of stock-based awards to directors~~ and ~~officers~~liabilities aswith anunadjusted, ~~expense~~quoted inprices ~~the~~listed ~~financial statement over the requisite service period based~~ on aactive ~~measurement~~market ~~of fair value for each stock-based award~~exchanges. ~~The~~Inputs ~~fair~~to ~~value is amortized as compensation cost on a straight-line basis over~~ the ~~requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the~~ fair ~~market~~ value ofmeasurement ~~the~~are ~~estimated~~observable ~~stock price of the Company~~inputs, ~~expected~~such ~~life~~as ofquoted ~~shares, the~~prices ~~expected~~in ~~volatility~~active ~~and~~markets ~~the~~for ~~expected~~identical ~~risk-free~~assets ~~interest~~or ~~rate, among others~~liabilities. ~~These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company.~~

~~Related~~● ~~parties~~Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

~~Parties, which~~● ~~can~~Level be3 a— ~~corporation~~Inputs ~~or individual, are considered~~ to bethe ~~related~~fair ifvalue ~~the~~measurement ~~Company~~are ~~has~~unobservable ~~the ability~~inputs, ~~directly~~such oras ~~indirectly~~estimates, toassumptions, ~~control the other party or exercise significant influence over the other party in making financial~~ and ~~operational~~valuation ~~decisions.~~techniques ~~Companies~~when ~~are~~little ~~also considered~~or tono bemarket ~~related~~data ifexists ~~they~~for ~~are~~the ~~subject~~assets ~~to common control~~ or ~~common significant influence~~liabilities.

~~Recent Accounting Pronouncements~~10

~~Management~~The ~~does~~following ~~not~~table ~~believe~~presents information about the Company’s assets that ~~any~~are ~~other~~measured ~~recently issued,~~at ~~but~~fair ~~not~~value ~~effective,~~on ~~accounting~~March ~~standards~~31, if2025 ~~currently~~and ~~adopted~~December 31, ~~would~~2024 ~~have~~and aindicates ~~material~~the ~~effect~~fair onvalue hierarchy of the valuation inputs the Company’s ~~unaudited~~utilized ~~financial~~to ~~statements~~determine such fair value.

Note 3 — Initial Public Offering

March 31, 2025	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and investments held in trust account	$	86,769,326	$	86,769,326	$	-	$	-
Total	$	86,769,326	$	86,769,326	$	-	$	-

On October 25, 2024, the Company sold 7,500,000 Units in its IPO. Each Unit has an offering price of $10.00 and consists of one share of the Company’s Class A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth of one Class A ordinary share upon completion of the Company’s initial Business Combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of a Business Combination. The Company has also granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units to cover over-allotments, if any.

December 31, 2024	Carrying Value		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and investments held in trust account	$	85,870,124	$	85,870,124	$	-	$	-
Total	$	85,870,124	$	85,870,124	$	-	$	-

10The rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors.

~~Note~~Class ~~4 — Private~~A ~~Placement~~ordinary shares subject to possible redemption

~~Simultaneously~~The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the ~~closing~~guidance ofin ~~the~~ASC ~~IPO~~Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the ~~Sponsor~~control ~~purchased~~of anthe ~~aggregate~~holder or subject to redemption upon the occurrence of ~~240~~uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times,~~000~~ ordinary shares will be classified as shareholders’ equity. In accordance with ASC ~~Units~~480-10-S99, the Company classifies the Class atA aordinary ~~price~~shares ofsubject ~~$10.00~~to ~~per~~redemption ~~Unit~~outside ~~for~~of anpermanent equity as ~~aggregate~~the ~~purchase~~redemption ~~price~~provisions are not solely within the control of $2the Company. Given that the 8,~~400~~500,000 Class A ordinary shares sold as part of the Units in the ~~Private~~IPO ~~Placement~~were issued with other freestanding instruments (i.e., ~~Each~~rights), ~~Private~~the ~~Placement~~initial ~~Units~~carrying ~~was~~value ~~identical~~of Class A ordinary shares classified as temporary equity has been allocated to the ~~Units sold~~proceeds determined in accordance with ASC 470-20. If it is probable that the ~~IPO~~equity instrument will become redeemable, ~~except~~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 ~~will~~becomes ~~not~~probable bethat the instrument will become redeemable, if ~~transferable,~~later) ~~assignable~~to the earliest redemption date of the instrument or ~~salable~~(ii) recognize bychanges in the ~~Sponsor~~redemption ~~until~~value immediately as they occur and adjust the ~~completion~~carrying amount of ~~its~~the ~~initial~~instrument to equal the redemption value at the end of each reporting period. The Company ~~Business~~has ~~Combination~~elected ~~(except~~to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to ~~certain~~equal ~~permitted~~the ~~transferees)~~redemption value at the end of each reporting period.

~~Note 5 — Related Party Transactions~~11

~~Insider~~As ~~Shares~~of March 31, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

On April 23, 2024, the Company issued 2,156,250 Class B ordinary shares, or insider shares, par value $0.0001 per share, to its Sponsor for a purchase price of $25,000, or approximately $0.0116 per share. The insider shares held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that its insiders will collectively own 20.0% of its issued and outstanding shares after this offering (without given effect to the sale of the Private Placement Units, the Representative Shares, and assuming our insiders do not purchase Units in the IPO).

Class A ordinary shares subject to possible redemption, March 22, 2024 (Inception)	$	-
Gross Proceeds		85,000,000
Less:
Proceeds allocated to Public Rights		(1,152,422	)
Proceeds allocated to over-allotment option		(197,896	)
Redeemable Class A ordinary shares issuance cost		(3,350,023	)
Plus:
Initial measurement of carrying value to redemption value		4,912,841
Remeasurement of carrying value to redemption value		657,624
Class A ordinary shares subject to possible redemption, December 31, 2024		85,870,124
Plus: Remeasurement of carrying value to redemption value		899,202
Class A ordinary shares subject to possible redemption, March 31, 2025	$	86,769,326

OnIncome September 11, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares and 60,000 insider shares to Mr. Will Garner, the Company’s Chairman and CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share. The fair value of the transfer of the 160,000 Founder Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 160,000 Founder Shares totaled $187,200. On September 11, 2024, the Company recognized a share-based compensation expense of $185,345, net of the nominal cash consideration of $1,855 paid by the officers.Taxes

OnThe ~~October~~Company ~~24,~~accounts ~~2024,~~for ~~the~~income ~~effective~~taxes ~~date~~under ~~of the~~ASC 740 ~~registration~~Income ~~statement~~Taxes of(“ASC 740”). ~~the~~ASC 740 ~~IPO,~~requires the ~~Sponsor~~recognition ~~transferred an aggregate~~ of ~~60,000~~deferred oftax ~~its~~assets ~~Founder~~and ~~Shares,~~liabilities orfor ~~20,000~~both ~~each~~the ~~to its three independent~~expected ~~directors~~impact ~~for~~of ~~their~~differences ~~board~~between ~~service,~~the ~~for~~financial ~~nominal~~statement ~~cash~~and ~~consideration,~~tax basis of ~~$696.~~assets ~~The~~and ~~fair~~liabilities ~~value~~and offor the ~~transfer~~expected offuture ~~the~~tax ~~60,000 Founder Shares~~benefit ~~accounted~~to ~~for~~be asderived ~~compensation~~from ~~under~~tax ~~Accounting~~loss ~~Standards~~and ~~Codification~~tax ~~(“ASC”)~~credit ~~718,~~carry ~~“Compensation~~forwards. ~~– Stock Compensation” (“~~ASC 740 ~~718”).~~additionally ~~The~~requires ~~estimated~~a ~~fair~~valuation ~~value~~allowance ofto ~~the~~be ~~60,000~~established when ~~Founder~~it ~~Shares~~is ~~totaled~~more ~~$65,046.~~likely Onthan ~~October~~not ~~24,~~that ~~2024,~~all ~~the~~or ~~Company recognized~~ a ~~share-based~~portion ~~compensation expense~~ of ~~$64,350,~~deferred ~~net~~tax ofassets ~~the~~will ~~nominal~~not ~~cash~~be ~~consideration of $696 paid by the directors~~realized.

~~The Private Placement shares are identical to the Class~~ASC A740 ~~ordinary~~also ~~shares~~clarifies ~~included in~~ the ~~Units being~~accounting ~~sold in this offering. However, the Company’s insiders have agreed,~~for ~~pursuant~~uncertainty ~~to written letter agreements with the Company, (A) to vote their insider shares and Private Placement shares (as well as any public shares acquired~~ in orincome ~~after~~taxes ~~this~~recognized ~~offering)~~ in ~~favor of any proposed Business Combination, (B) not to propose, or vote in favor of,~~ an ~~amendment to the Company~~enterprise’s ~~second~~financial ~~amended~~statements and ~~restated~~prescribes ~~memorandum~~a ~~and~~recognition ~~articles~~threshold ofand ~~association that would stop the~~measurement ~~Company’s~~process ~~public shareholders from redeeming their shares~~ for ~~cash~~financial orstatement ~~selling~~recognition ~~their insider shares~~ and ~~Private~~measurement ~~Placement~~of ~~shares to the Company in connection with~~ a ~~Business~~tax ~~Combination~~position ortaken ~~affect the substance~~ or ~~timing~~expected ~~of the Company’s obligation~~ to ~~redeem 100%~~be oftaken ~~the~~in ~~Company’s public shares if the Company do not complete~~ a ~~Business~~tax ~~Combination~~return. ~~within~~For ~~18 months from the closing~~those ofbenefits ~~this offering (or up~~ to ~~24 months~~be ~~from~~recognized, ~~the closing of this offering if the Company extend the period of time to consummate~~ a ~~Business Combination)~~tax ~~unless~~position ~~the~~must ~~Company~~be ~~provide~~more-likely-than-not ~~public shareholders with the opportunity~~ to ~~redeem~~be ~~their~~sustained ~~public~~upon ~~shares~~examination toby ~~receive~~taxing ~~cash~~authorities. ~~from the~~ASC 740 ~~Trust~~also ~~Account~~provides inguidance ~~connection~~on ~~with~~derecognition, ~~any such vote (regardless how such shareholders vote for such amendment)~~classification, ~~(C) not~~interest ~~to redeem any insider shares~~ and ~~Private~~penalties, ~~Placement~~accounting ~~shares (as well as any other shares acquired~~ in orinterim ~~after~~period, ~~this~~disclosure ~~offering)~~and ~~for cash from the Trust Account~~transition. inBased ~~connection~~on ~~with a shareholder vote to approve~~ the Company’s ~~proposed~~evaluation, ~~initial~~it ~~Business~~has ~~Combination~~been ~~(or~~concluded ~~sell~~that ~~any~~there ~~shares~~are ~~they~~no ~~hold to~~significant ~~the~~uncertain ~~Company~~tax inpositions arequiring ~~tender offer~~ recognition in ~~connection with a proposed initial Business Combination) or a vote to amend~~ the ~~provisions of the~~ Company’s ~~second~~unaudited ~~amended~~financial and restated memorandum and articles of association relating to shareholders’ rights or pre-business combination activity and (D) that the insider shares and Private Placement shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummatedstatements.

The insiders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) until (1) with respect to 50% of the insider shares, the earlier of six months after the date of the consummation of the Company’s ~~initial~~recognizes ~~Business~~accrued ~~Combination~~interest and ~~the date on~~penalties ~~which~~related ~~the~~to ~~closing~~unrecognized ~~price~~tax ofbenefits ~~the~~as ~~Company’s~~income ~~ordinary~~tax ~~shares equals or exceeds $12~~expense.50 ~~per~~There ~~share~~were ~~(as~~no ~~adjusted~~unrecognized ~~for~~tax ~~share~~benefits ~~subdivisions, share capitalizations, reorganizations, recapitalizations~~ and ~~the~~no ~~like)~~amounts accrued for ~~any 20 trading days within any 30-trading day period~~interest ~~commencing after the Company’s initial Business Combination~~ and ~~(2) with~~penalties ~~respect~~as ~~to the remaining 50%~~ of ~~the~~March ~~insider shares~~31, ~~six months~~ ~~after~~2025 ~~the~~and ~~date~~December ~~of the consummation of the Company’s initial Business Combination~~31, or2024. ~~earlier,~~The ~~in either case, if, subsequent to the~~ Company’s ~~initial~~is ~~Business~~currently ~~Combination,~~not ~~the~~aware ~~Company~~of ~~consummate~~any aissues ~~liquidation,~~under ~~merger,~~review ~~share~~that ~~exchange~~could ~~or other~~result ~~similar transaction which results~~ in ~~all~~significant ofpayments, ~~the~~accruals ~~Company’s~~or ~~shareholders~~material ~~having~~deviation ~~the~~from ~~right~~its ~~to exchange their ordinary shares for cash, securities or other property~~position.

11There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited financial statements.

~~The~~Related Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial Business Combination (except to certain permitted transferees).parties

~~Due~~Parties, which can be a corporation or individual, are considered to be related ~~parties~~if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

On June 14, 2024, the Company appointed Mr. Will Garner as Chairman, Chief Executive Officer (“CEO”) and a member of board of directors of the Company. During his Term as a Chairman and CEO, he will receive annual cash compensation in the amount of $7,500, payable each month.12

AsRecent ofAccounting ~~September 30, 2024, the Company had compensation expenses payable to Mr. Will Garner of $18,750.~~Pronouncements

OnManagement ~~May 25,~~does ~~2024,~~not ~~the~~believe ~~Company~~that ~~appointed~~any ~~Ms.~~recently ~~Yuanmei~~issued, Mabut asnot ~~Chief~~effective, ~~Financial~~accounting ~~Officer~~standards, inif ~~addition~~currently toadopted, ~~her~~would ~~current~~have ~~position as~~ a ~~member~~material ofeffect ~~the~~on ~~board of~~ the ~~directors. During her Term as Chief Financial Officer and a member of board of directors of the~~ Company,’s ~~she~~unaudited ~~will receive annual cash compensation in the amount~~financial ~~of $5,000, payable each month~~statements.

AsNote 3 — ofInitial ~~September~~Public ~~30, 2024, the Company had compensation expenses payable to Ms. Yuanmei Ma of $10,000.~~Offering

~~Promissory~~On ~~Note~~October 25, 2024, the Company sold 7,500,000 Units in its IPO. On November 19, 2024, the Representative exercised the over-allotment option in part, and purchased 1,000,000 Units. Each Unit has an offering price of $10.00 and consists of one share of the Company’s Class —A ordinary share and one right. Each right entitles the holder thereof to receive one-eighth of one Class ~~Related~~A ~~Party~~ordinary share upon completion of the Company’s initial business combination. The Company will not issue fractional shares. As a result, the holder must hold rights in multiples of 8 in order to receive shares for all of their rights upon closing of an initial business combination.

~~On April 18, 2024, the Sponsor has agreed to loan the Company up to $500,000 (the “Promissory~~ Note”) to be used for a portion of the expenses of the IPO. As of September 30, 2024, the Company had an outstanding loan balance of $268,723. This loan is non-interest bearing, unsecured and is due at the earlier of (1) ~~December~~4 ~~31, 2024 or (2)~~— ~~the~~Private date on which the Company consummates an initial public offering. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On October 30, 2024, the Company has repaid the Promissory Note.Placement

~~Working~~Simultaneously with ~~Capital~~the ~~Loans~~closing of the IPO and the Option Units in part, the sponsor purchased an aggregate of 255,000 Units at a price of $10.00 per Unit for an aggregate purchase price of $2,550,000 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the sponsor until the completion of its initial business combination (except to certain permitted transferees).

In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial Business Combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s Business Combination into working capital UnitsNote at5 — Related ~~a price of $10.00 per Unit. If the Company do not complete~~Party ~~a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.~~Transactions

AsFounder ~~of September 30, 2024, the Company had no borrowings under the Working Capital Loans.~~Shares

~~Note~~On April 623, 2024, the Company issued 2,156,250 Class ~~— Commitments~~ B ordinary shares, or founder shares, par value $0.0001 per share, to its Sponsor for a purchase price of $25,000, or approximately $0.0116 per share. The founder shares held by the Company’s insiders was reduced by an aggregate of 31,250 forfeited shares to the extent that the underwriters’ over-allotment option was exercised in part, so that its insiders would collectively own 20.0% of its issued and outstanding shares after this offering (without given effect to the sale of the Private Placement Units, the Representative ~~Contingencies~~Shares, and assuming our insiders do not purchase Units in the IPO).

~~Registration~~On ~~Rights~~September 11, 2024, the sponsor entered into a securities transfer agreement, pursuant to which the sponsor transferred 100,000 founder shares and 60,000 founder shares to Mr. Will Garner, the Company’s Chairman and CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share. The fair value of the transfer of the 160,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 160,000 founder shares totaled $187,200. On September 11, 2024, the Company recognized a share-based compensation expense of $185,345, net of the nominal cash consideration of $1,855 paid by the officers.

~~The~~On ~~holders~~October of24, 2024, the ~~insider~~effective ~~shares,~~date ~~Private~~of ~~Placement~~the ~~Units (including~~registration ~~securities~~statement ~~contained~~of ~~therein)~~the ~~and~~IPO, ~~Units (including~~the ~~securities~~sponsor ~~contained~~transferred ~~therein)~~an ~~that~~aggregate ~~may~~of be60,000 ~~issued on conversion~~ of ~~working~~its ~~capital~~founder ~~loans~~shares, or ~~extension~~20,000 ~~loans~~each ~~will be entitled~~ to ~~registration~~its ~~rights~~three ~~pursuant~~independent directors tofor atheir ~~registration~~board ~~rights~~service, ~~agreement~~for tonominal ~~be signed~~cash ~~prior~~consideration, toof or$696. onThe ~~the~~fair ~~effective~~value ~~date~~ of ~~this offering requiring~~ the ~~Company~~transfer ~~to register such securities for resale. The holders~~ of ~~these~~ ~~securities~~the ~~are entitled to make up to three demands~~60,000 ~~excluding~~founder ~~short~~shares accounted ~~form~~for ~~demands,~~as ~~that~~compensation ~~the~~under ~~Company~~Accounting ~~register~~Standards ~~such~~Codification ~~securities.~~(“ASC”) ~~In addition~~718, ~~the~~“Compensation ~~holders~~– ~~have~~Stock ~~certain~~ Compensation” (“~~piggy-back~~ASC 718”). ~~registration~~The ~~rights~~estimated ~~with~~fair ~~respect~~value ~~to registration statements filed subsequent to the Company’s completion~~ of the ~~Company’s~~60,000 ~~initial~~founder ~~Business~~shares ~~Combination~~totaled ~~and~~$65,046. ~~rights~~On toOctober ~~require~~24, 2024, the Company ~~to register for~~recognized ~~resale~~a ~~such~~share-based ~~securities~~compensation ~~pursuant~~expense toof ~~Rule 415~~$64,350, ~~under~~net ~~the~~of ~~Securities Act. The Company will bear~~ the ~~expenses~~nominal ~~incurred~~cash inconsideration ~~connection with the filing~~ of ~~any~~$696 ~~such~~paid ~~registration~~by ~~statements~~the directors.

12The Private Placement shares are identical to the Class A ordinary shares included in the Units being sold in this offering. However, the Company’s insiders have agreed, pursuant to written letter agreements with the Company, (A) to vote their founder shares and Private Placement shares (as well as any public shares acquired in or after this offering) in favor of any initial business combination, (B) not to propose, or vote in favor of, an amendment to the Company’s memorandum and articles of association effective at the time that would stop the Company’s public shareholders from redeeming their shares for cash or selling their founder shares and Private Placement shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company do not complete an initial business combination by the Combination Deadline, (C) not to redeem any founder shares and Private Placement shares (as well as any other shares acquired in or after this offering) for cash from the trust account in connection with a shareholder vote to approve the Company’s proposed an initial business combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of the Company’s memorandum and articles of association effective at the time relating to shareholders’ rights or pre-initial business combination activity and (D) that the founder shares and Private Placement shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.

~~Underwriting Agreement~~13

The insiders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50% of the founder shares, the earlier of six months after the date of the consummation of the Company’s ~~will~~initial ~~grant~~business combination and the ~~underwriter~~date aon which 45the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period ~~option~~commencing after the Company’s initial business combination and (2) with respect to ~~purchase~~the upremaining 50% of the founder shares, six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to anthe ~~additional~~Company’s 1initial business combination,~~125~~ the Company consummate a liquidation,~~000~~ ~~Units solely~~merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to ~~cover~~exchange ~~over-allotments~~their ordinary shares for cash, securities ifor ~~any~~other property.

The ~~underwriter~~Private ~~will~~Placement beUnits (including ~~entitled to a cash underwriting~~the ~~discount~~underlying ofsecurities) ~~$0.15~~will ~~per~~not ~~Unit,~~be ~~or $1~~transferable,~~125,000~~ (assignable or ~~$1,293,750~~saleable ifuntil the ~~underwriters’~~completion ~~over-allotment~~of isthe ~~exercised~~Company’s ininitial ~~full)~~business atcombination (except ~~the~~to ~~closing of~~certain ~~the~~permitted ~~IPO~~transferees).

~~Additionally,~~Due ~~the underwriter will be entitled~~ to arelated cash underwriting discount of $0.20 per Unit, or $1,500,000 (or $1,725,000 if the underwriters’ over-allotment is exercised in full) at the closing of the initial business combination as deferred underwriting fee and an aggregate of 75,000 Class A ordinary shares (or up to 86,250 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) to be issued at the closing of the initial business combination. If the Company does not complete its initial business combination within the time period required by its second amended and restated memorandum and articles of association, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.parties

~~Note 7 — Shareholder’s~~On June 14, 2024, the Company appointed Mr. Will ~~Equity~~Garner as Chairman, Chief Executive Officer (“CEO”) and a member of board of directors of the Company. During his Term as a Chairman and CEO, he will receive annual cash compensation in the amount of $7,500, payable each month.

~~Preference~~As ~~Share — The Company~~of isMarch ~~authorized to issue 5~~31,~~000,000~~ ~~shares~~2025 ofand ~~preference~~December ~~share~~31, ~~$0.0001 par value~~2024, ~~with such designations, voting and other rights~~the ~~and~~Company ~~preferences~~had ascompensation ~~may~~expenses bepayable ~~determined from time~~ to ~~time~~Mr. byWill ~~the~~Garner ~~Company’s board~~ of ~~directors. As of September 30~~$8, ~~2024, there were no preference shares issued or outstanding~~750.

~~Class~~On May A25, ~~Ordinary~~2024, ~~Share — The~~ the Company isappointed ~~authorized~~Ms. Yuanmei toMa ~~issue~~as ~~445~~Chief Financial Officer,~~000,000~~ ~~Class A~~in ~~ordinary~~addition ~~share~~to ~~with~~her ~~$0.0001~~current ~~par~~position ~~value~~as a member of the board of the directors. AsDuring her Term as Chief Financial Officer and a member of ~~September~~board ~~30,~~of ~~2024~~directors of the Company, ~~there~~she ~~were~~will ~~no Class A~~receive ~~ordinary~~annual ~~share~~cash ~~issued~~compensation orin ~~outstanding~~the amount of $5,000, payable each month.

~~Class B Ordinary~~As ~~Share — The~~of ~~Company~~March is31, ~~authorized~~2025 toand ~~issue~~December 5031,~~000,000~~ ~~Class B ordinary share with $0.0001 par value. In April~~ 2024, the Company ~~issued~~had ancompensation ~~aggregate~~expenses ~~of 2,156,250~~payable ~~Insider shares~~ to ~~the~~Ms. ~~Sponsor~~Yuanmei ~~for~~Ma ~~an aggregate purchase price~~ of $255,000~~, or approximately $0~~.01 per share. Of the aggregate 2,156,250 Class B ordinary share outstanding, an aggregate of up to 281,250 shares are subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option is not exercised in full or in part, so that the initial shareholder will collectively own 20.0% of the Company’s issued and outstanding shares of ordinary share after the IPO (without given effect to the sale of the Private Placement Units, the Representative Shares, and assuming the Company’s insiders do not purchase Units in the IPO).

OnPromissory ~~September 11, 2024,~~Note ~~the~~— Related Sponsor transferred an aggregate of 160,000 of its Founder Shares, or 100,000 of its Founder Shares and 60,000 of its Founder Shares to Mr. Garner, the Company’s Chairman and CEO, and Ms. Ma, the Company’s CFO, respectively, for their officer services (See Note 5).Party

On ~~October 24~~April 18, 2024, the ~~effective~~sponsor ~~date~~has ofagreed to loan the ~~registration~~Company ~~statement~~up to $500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. The Promissory Note of $273,969 is non-interest bearing, unsecured and is due at the earlier of (1) December 31, 2024 or (2) the ~~Sponsor~~date on ~~transferred~~which the Company consummates an ~~aggregate~~initial ofpublic ~~60,000~~offering. ofThe ~~its~~Promissory ~~Founder~~Note ~~Shares,~~was orrepaid ~~20,000~~upon ~~each~~the toclosing of the IPO out of the offering ~~Company’s~~proceeds ~~three~~not ~~independent~~held ~~directors~~in ~~for~~the ~~their~~trust ~~board~~account. ~~service~~As ~~(See~~of March 31, 2025 and December 31, 2024, the Company had Promissory Note 5)of $0.

~~Prior~~Working toCapital the Company’s initial business combination, pursuant to its second amended and restated memorandum and articles of association, only holders of Class B ordinary shares, or insider shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors as long as the Company has Class B ordinary shares issued and outstanding. In addition, prior to its initial business combination, only holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. Accordingly, holders of Class A ordinary shares may not have any say in selecting management of the Company prior to the consummation of an initial business combination as long as the Company has class B ordinary shares issued and outstanding.Loans

13In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the trust account are insufficient, or to extend its life, its insiders, officers and directors or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s initial business combination into working capital Units at a price of $10.00 per Unit. If the Company does not complete an initial business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

~~The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination at an one-to-one ratio.~~14

~~Rights~~As of March 31, 2025 and December 31, 2024, the Company had no borrowings under the Working Capital Loans.

~~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 of one Class~~Note A ordinary share upon consummation of the Company’s initial Business Combination. In the event the Company will not be the surviving company upon completion of the Company’s initial Business Combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-eighth of one Class6 A ordinary share underlying each right is entitled to upon consummation of the Business Combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold rights in multiples of eight in order to receive shares for all of your Class— ~~A ordinary shares underlying the rights upon closing of a Business Combination. If the Company are unable to complete an initial Business Combination within the required time period~~ Commitments and ~~the Company redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such~~ funds for their rights and the rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the rights.Contingencies

~~Note 8 — Subsequent~~Registration ~~Events~~Rights

The ~~Company~~holders ~~evaluated~~of ~~subsequent~~the ~~events~~founder ~~and~~shares, ~~transactions~~Private Placement Units (including securities contained therein) and Units (including securities contained therein) that ~~occurred~~may ~~after~~be ~~the~~issued ~~balance~~on ~~sheet~~conversion of ~~date~~working ~~through~~capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date ~~when~~of ~~these~~this ~~unaudited~~offering ~~financial~~requiring ~~statements~~the ~~were~~Company ~~issued~~to register such securities for resale. ~~Based~~The onholders of ~~this~~these ~~review~~securities are entitled to make up to three demands, excluding short form demands, that the Company ~~did~~register ~~not~~such ~~identify~~securities. ~~any~~In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to ~~events~~the ~~that~~Company’s ~~would~~completion of the Company’s initial business combination and rights to require ~~adjustment~~the orCompany ~~disclosure~~to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in ~~these~~connection ~~unaudited~~with the ~~financial~~filing of any such registration statements.

OnUnderwriting October 24, 2024, the effective date of the registration statement of the IPO, the Sponsor transferred an aggregate of 60,000 of its Founder Shares, or 20,000 each to the Company’s three independent directors for their board service (See Note 5).Agreement

OnThe ~~October~~Company ~~25,~~had ~~2024,~~granted the ~~Company~~underwriter ~~consummated~~a ~~its~~45-day ~~IPO~~option ofto ~~7,500,000~~purchase ~~Units.~~up ~~Each~~to ~~Unit~~an ~~consists~~additional ~~of one Class A ordinary share~~1, ~~$0.0001 par value per share~~125,000 ~~and~~Units solely ~~one right~~ to ~~receive~~cover ~~of one~~over-~~eighth of~~allotments, ~~one~~if ~~Class~~any. The Aunderwriters had ~~ordinary~~exercised ~~share upon~~ the ~~completion~~1,000,000 ofOption ~~the initial Business Combination. The~~ Units ~~were~~in ~~sold~~part aton anNovember ~~offering price of $10.00 per Unit~~19, ~~generating total gross proceeds of $75,000,000~~2024.

~~Subsequent~~The tounderwriter ~~September~~was ~~30,~~entitled ~~2024,~~to ~~the~~a ~~Sponsor~~cash underwriting ~~loaned~~discounts ~~the~~and ~~Company~~commissions of $~~5,246~~0.15 toper beUnit, ~~used~~or ~~for~~$1,275,000, aand ~~portion~~paid ofat the ~~expenses~~closing of the IPO and the Option Units in part. OnIn ~~October~~connection ~~30,~~with ~~2024~~the IPO, the ~~Company~~underwriter ~~has~~was ~~repaid~~issued ~~the~~an ~~Promissory Note~~aggregate of ~~$273~~85,~~969~~000 toClass ~~the~~A ~~Sponsor~~ordinary shares, or Representative Shares, with a fair value of $92,195.

InAdditionally, ~~connection with~~ the ~~IPO,~~underwriter ~~the~~will ~~underwriters~~be ~~were~~entitled ~~granted~~to ana ~~option~~cash tounderwriting ~~purchase~~discounts upand tocommissions ~~1,125,000~~of ~~additional~~$0.20 ~~Units~~per toUnit, ~~cover~~or ~~over-allotments~~$1,700,000, ifat ~~any~~the (closing of the ~~“Over-allotment~~initial ~~Option”).~~business combination Onas ~~November~~deferred ~~19,~~underwriting ~~2024,~~fee. If the ~~underwriters~~Company ~~exercised~~does ~~the~~not ~~Over-allotment~~complete ~~Option~~its ininitial ~~part,~~business ~~and~~combination ~~purchased~~within ~~1,000,000~~the ~~Units~~time ~~(the~~period ~~“Option~~required ~~Units”),~~by its ~~generating~~second ~~gross~~amended ~~proceeds~~and restated memorandum and articles of ~~$10~~association,~~000,000.~~ ~~Simultaneously~~the ~~with~~underwriters ~~the~~have ~~issuance~~agreed ~~and~~that ~~sale~~(i) they ofwill ~~the~~forfeit ~~Option~~any ~~Units,~~rights or ~~the~~claims ~~Company~~to ~~completed~~their adeferred ~~private placement~~underwriting ~~sale~~discounts ofand 15commissions,~~000~~ ~~Private~~including ~~Units~~any toaccrued interest thereon, then in the ~~Sponsor~~trust ataccount, and a(ii) that ~~purchase~~the ~~price~~deferred ofunderwriters’ ~~$10.00~~discounts ~~Private~~and ~~Units,~~commissions ~~generating~~will ~~gross~~be ~~proceeds~~included ofwith ~~$150,000. The~~the ~~Company~~funds ~~also~~held ~~issued~~in ~~additional~~the ~~10,000~~trust ~~Representative~~account that ~~Shares~~will be available to fund the ~~underwriters~~redemption of our public shares.

14As of March 31, 2025 and December 31, 2024, deferred underwriting discounts and commissions amounted to $1,700,000 payable upon consummation of the Company’s initial business combination.

~~ITEM 2. Management~~Note 7 — Shareholder’s ~~Discussion and Analysis of Financial Condition and Results of Operations~~ Equity

~~References~~Preference Share — The inCompany ~~this~~is ~~report~~authorized ~~(the “Quarterly Report”)~~ to ~~“we~~issue 5,”000,000 ~~“us”~~shares orof ~~the~~preference ~~“Company”~~share, ~~refer to Charlton Aria Acquisition Corporation~~$0.0001 ~~References~~par tovalue, ~~our~~with ~~“management”~~such ordesignations, ~~our~~voting ~~“management~~and ~~team”~~other ~~refer to our officers and~~rights ~~directors,~~ and ~~references~~preferences toas ~~the~~may ~~“Sponsor”~~be ~~refer~~determined tofrom STtime ~~Sponsor~~to IItime ~~Limited.~~by ~~The following discussion and analysis of~~ the Company’s ~~financial~~ ~~condition~~board ~~and results~~ of ~~operations~~directors. ~~should~~As beof ~~read~~March in31, ~~conjunction~~2025 ~~with the unaudited financial statements~~ and ~~the~~December ~~notes thereto~~31, ~~contained~~2024, ~~elsewhere~~there inwere ~~this~~no ~~Quarterly~~preference ~~Report.~~shares ~~Certain~~issued ~~information~~or ~~contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties~~outstanding.

~~Special~~Class A Ordinary Share — The ~~Note~~Company ~~Regarding~~is ~~Forward-Looking~~authorized ~~Statements~~to issue 445,000,000 Class A ordinary share with $0.0001 par value. As of March 31, 2025 and December 31, 2024, there were 340,000 shares of Class A ordinary share issued or outstanding, excluding 8,500,000 Class A ordinary shares subject to possible redemption.

~~This Quarterly~~Class B ~~Report~~Ordinary ~~includes~~Share — The Company ~~“forward-looking~~is ~~statements”~~authorized ~~within~~to ~~the~~issue ~~meaning of Section 27A of the Securities Act of 1933~~50, ~~as amended (the “Securities Act”)~~000,000 ~~and~~Class B ~~Section~~ordinary ~~21E~~share ofwith ~~the~~$0.0001 ~~Securities~~par ~~Exchange~~value. ~~Act~~In ~~of 1934~~April 2024, ~~as amended, (~~the ~~“Exchange Act”)~~Company ~~that~~issued ~~are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from~~an ~~those~~aggregate ~~expected and projected. All statements, other than statements~~ of ~~historical fact included in this Quarterly Report including~~ 2, ~~without limitation~~156,250 ~~statements~~founder inshares ~~this~~to ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding~~ the ~~Company’s~~sponsor ~~financial~~for ~~position,~~an ~~business~~aggregate ~~strategy~~purchase ~~and~~price ~~the plans and objectives~~ of ~~management for future operations~~$25, ~~are forward-looking statements. Words such as “anticipate~~000,” ~~“believe,”~~or ~~“continue,”~~approximately ~~“could,”~~$0.01 per ~~“estimate,”~~share. ~~“expect,”~~Of ~~“intends,”~~the ~~“may,”~~aggregate ~~“might~~2,~~” “plan~~156,”250 ~~“possible,” “potential,”~~Class B ~~“predict,”~~ordinary ~~“project,”~~share ~~“should~~outstanding,” ~~“would”~~an ~~and~~aggregate variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward- looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of ~~factors could cause actual events~~31,250 ~~performance~~shares orwere ~~results~~forfeited to ~~differ materially from~~ the ~~events, performance and results discussed~~Company inby the ~~forward-looking~~sponsor ~~statements.~~for ~~For~~no ~~information~~consideration ~~identifying~~to ~~important~~the ~~factors~~extent that ~~could~~the ~~cause~~underwriter’s ~~actual~~over-allotment ~~results~~option towas ~~differ~~exercised ~~materially from those anticipated~~ in ~~the forward-looking statements~~part, ~~please~~so ~~refer~~that to the initial ~~Risk~~shareholder ~~Factors~~will ~~section~~collectively own 20.0% of the Company’s ~~final~~issued ~~prospectus for~~and ~~its~~outstanding ~~initial~~shares ~~public~~of ~~offering~~ordinary ~~(the~~share ~~“IPO”~~after ~~described below) filed with~~ the ~~Securities~~IPO ~~Exchange Commission~~ (~~the “SEC”)~~without ongiven ~~October~~effect ~~24,~~to ~~2024 (File No. 333-282313) (~~the ~~“Prospectus”).~~sale ~~The Company’s securities filings can be accessed on the EDGAR section~~ of the ~~SEC’s~~Private ~~website~~Placement ~~at www.sec.gov. Except as expressly required by applicable securities law~~Units, the ~~Company~~Representative ~~disclaims any~~Shares, ~~intention~~and orassuming ~~obligation~~our toinsiders ~~update~~do ornot ~~revise~~purchase ~~any forward-looking statements whether as a result of new information, future events~~Units in orthe ~~otherwise~~IPO).

~~Overview~~15

~~Charlton Aria~~On ~~Acquisition~~September ~~Corporation~~11, (2024, the ~~“Company”)~~sponsor ~~is a blank check company incorporated in the Cayman Islands on March 22,~~transferred ~~2024 as~~ an ~~exempted~~aggregate ~~company with limited liability. The Company was formed for the purpose~~ of ~~effecting a merger~~160,000 ~~share~~of ~~exchange,~~its ~~asset acquisition,~~founder ~~share purchase~~shares, ~~recapitalization, reorganization~~ or ~~similar~~100,000 ~~business~~of ~~combination~~its ~~with~~founder ~~one~~shares orand ~~more~~60,000 ~~businesses~~of orits ~~entities (the~~founder ~~“Business~~shares ~~Combination”). We intend~~ to ~~effectuate~~Mr. ~~our~~Garner, ~~Business Combination using cash from~~ the ~~proceeds~~Company’s Chairman ~~of our IPO~~ and ~~the~~ ~~sale of our shares~~CEO, ~~debt or a combination of cash, equity~~ and ~~debt~~Ms. WeMa, ~~expect to continue to incur significant costs in~~ the ~~pursuit of~~Company’s ~~our~~CFO, ~~acquisition~~respectively, ~~plans.~~for Wetheir ~~cannot~~officer ~~assure~~services ~~you~~(See ~~that~~Note ~~our plans to complete a Business Combination will be successful~~5).

15On October 24, 2024, the effective date of the registration statement of the IPO, the sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to the Company’s three independent directors for their board service (See Note 5).

~~Our~~Prior to the Company’s initial business ~~Initial~~combination, ~~Public~~pursuant ~~Offering~~to its second amended and restated memorandum and articles of association, only holders of Class B ordinary shares, or founder shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors as long as the Company has Class B ordinary shares issued and outstanding. In addition, prior to its initial business combination, only holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. Accordingly, holders of Class A ordinary shares may not have any say in selecting management of the Company prior to the consummation of an initial business combination as long as the Company has class B ordinary shares issued and outstanding.

~~On October~~The ~~25, 2024, we consummated our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one~~ Class A B ordinary ~~share~~shares ~~(the~~will ~~“Class A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”),~~automatically ~~and~~convert ~~one~~into ~~right (the “Rights”) of the Company, each right entitling the holder to receive one-eighth of one~~ Class A ~~Ordinary Share~~ordinary ~~for~~shares ~~$11.50 per share (the “Public Rights”). The Public Units were sold~~ at ~~a price of $10.00 per Unit, and~~ the ~~IPO~~time ~~generated gross proceeds~~ of ~~$75,000,000. Simultaneously with~~ the ~~closing~~initial ofbusiness ~~the~~combination ~~IPO, we consummated a private placement (the “Private Placement”) with ST Sponsor II Limited, our sponsor (the “Sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”)~~ at a ~~price of $10.00 per Private Placement Unit, generating gross proceeds~~ one-to ~~the Company of $2,400,000. Each Private Placement Unit consists of~~ -one ~~Class A ordinary share (the “Private Placement Shares”), and one Right (the “Private Placement Rights”)~~ratio. The terms and provisions of the Private Placement Shares and Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the Company’s Business Combination. On April 28, 2022, a total of $75,187,500 of the net proceeds from the IPO and the Private Placement was deposited in a trust account (the “Trust Account”) established for the benefit of the Company’s Public Shareholders at a U.S. based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

We also issued to Clear Street LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, with certain exceptions.Rights

~~The~~As of March ~~underwriters~~31, ~~have~~2025 ~~been~~and ~~granted~~December a31, ~~45-day~~2024, ~~option~~there towere 8,500,000 Public ~~purchase~~Rights upand 255,000 private torights anincluded ~~additional~~in ~~1,125,000~~the ~~units~~Private Placement ~~offered~~Units byoutstanding. Except in cases where the Company tois ~~cover~~not ~~over-allotments, if~~the ~~any. Up~~surviving tocompany ~~281,250~~in ~~shares~~an ofinitial ~~the~~business 2combination,~~156,250~~ each ~~Class~~holder Bof ~~ordinary~~a ~~shares,~~right ~~par~~will ~~value~~automatically ~~$0.0001~~receive ~~per~~one-eighth ~~share~~of (“one Class A B ordinary share”) upon consummation of the Company’s initial ~~held~~business bycombination. ~~our~~In ~~Sponsor~~the (event the ~~“Founder~~Company ~~Shares”)~~will not be the surviving company upon completion of the Company’s initial business combination, each right will automatically be ~~forfeited~~converted to receive the ~~extent~~kind ~~that~~and amount of securities or properties of the ~~underwriters’~~surviving entity ~~over~~that each one-~~allotment~~eighth of one Class ~~option~~ A ordinary share underlying each right is entitled to upon consummation of the initial business combination subject to any dissenter rights under the applicable law. The Company will not ~~exercised~~issue fractional shares in ~~full~~connection with a conversion of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in ~~part,~~accordance with sothe ~~that~~applicable ~~our~~provisions ~~insiders~~of ~~will~~the ~~collectively~~Companies ~~own~~Act 20and any other applicable Cayman Islands law.0% As a result, you must hold rights in multiples of ~~our~~eight ~~issued~~in ~~and~~order ~~outstanding~~to receive shares ~~after~~for all of your Class A ordinary shares underlying the rights upon closing of an initial ~~IPO~~business ~~(without~~combination. ~~given~~If ~~effect~~the Company is unable to complete an initial business combination within the ~~sale~~required oftime period and the ~~Private~~Company redeems ~~Placemen5~~the ~~Units,~~public shares for the ~~Representative~~funds ~~Shares,~~held ~~and~~in ~~assuming~~the ~~our~~trust ~~directors~~account, ~~officers, Sponsor~~holders orof rights will not receive any of ~~the~~such ~~foregoing’s~~funds ~~affiliates~~for ~~(collectively,~~their rights and the ~~“insiders”)~~rights dowill ~~not~~expire ~~purchase~~worthless. ~~Public~~The ~~Units~~Company shall reserve such amount of its profits or share premium in order to pay up the ~~IPO)~~par value of each share issuable in respect of the rights.

~~Since our~~Note 8 — Segment IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of a Business Combination. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.Information

~~Recent~~ASC ~~Development~~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.

~~Option~~The ~~Offering~~Company’s chief operating decision maker has been identified as the Chief Executive Officer (“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.

In connection with the IPO, the underwriters were granted an option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 15,000 Private Units (the “Additional Private Placement Units”) to the Sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000. The Company also issued additional 10,000 Representative Shares to the Representative.16

InWhen ~~connection~~evaluating ~~with~~ the ~~offering~~Company’s ofperformance ~~the Option Units~~ and ~~the~~making ~~sale~~key ofdecisions ~~Additional~~regarding ~~Private~~resource ~~Placement Units~~allocation, the ~~proceeds~~CODM ofreviews ~~$10,025,000 from~~ the ~~proceeds~~key ofmetric, ~~the~~formation ~~offering of~~and ~~the~~operating ~~Option~~costs ~~Units~~ and interest ~~the~~income ~~sale~~and ofdividends ~~Additional~~earned ~~Private~~on ~~Placement~~investment ~~Units~~held ~~were placed~~ in ~~the~~Trust ~~trust~~Account ~~account~~which ~~established~~include ~~for~~ the ~~benefit~~accompanying ~~of the~~unaudited ~~Company’s~~statement ~~public shareholders and the underwriters~~ of ~~the IPO, with Continental Stock Transfer & Trust Company acting as trustee~~operations.

The ~~sales~~key measures of segment profit or loss reviewed by our CODM are interest and dividends earned on investment held in Trust Account and formation and operating costs. The CODM reviews interest and dividends earned on investment held in Trust Account to measure and monitor shareholder value and determine the ~~Additional~~most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation ~~Private~~and ~~Placement~~operating ~~Units~~costs ~~issued~~are ~~pursuant~~reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the ~~exemption~~business ~~from~~combination ~~registration~~period. ~~contained~~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. The CODM also specifically reviews professional service fees in ~~Section 4(~~connection with the business combination, which are a~~)(2)~~ significant segment expense as these represent significant costs affecting the Company’s consummation of the ~~Securities~~business ~~Act~~combination. However, for the three months ended March 31, 2025 and for Nothe ~~commissions~~period ~~were~~from ~~paid~~March 22, 2024 (inception) to March 31, 2024, professional service fees in connection with ~~such~~the ~~sales~~business combination amounted to $0.

~~Separation~~Note 9 — Subsequent ~~of Units~~Events

OnThe ~~November~~Company ~~25,~~evaluated ~~2024,~~subsequent ~~the Company~~events ~~announced~~and transactions that ~~holders~~occurred ofafter the ~~Company’s~~balance ~~Public~~sheet ~~Units~~date ~~may~~through ~~elect~~the todate ~~separately~~when ~~trade~~these ~~the~~unaudited ~~Public~~financial ~~Shares~~statements ~~and~~were ~~Public~~issued. ~~Rights~~Based ~~from~~on this review, the ~~Public~~Company ~~Units,~~did ~~commencing~~not onidentify any subsequent events that would require adjustment or ~~about~~disclosure ~~November~~in 26the unaudited financial statements, ~~2024~~other than the event described below.

~~The~~On ~~Class~~May A12, 2025, Sunny Tan Kah Wei, then director and sole shareholder of the Sponsor, entered into a share purchase agreement with Sovereign Global Trust LLC (“Investor”), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and ~~rights~~(y) ~~will~~appoint ~~trade~~the Investor as the new director of the Sponsor on the ~~Nasdaq~~same ~~Capital~~day; ~~Market~~in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the “~~Nasdaq~~Closing”) of the transactions contemplated under the ~~symbols~~share ~~“CHAR”~~purchase ~~and~~agreement ~~“CHARR”~~on May 13, ~~respectively~~2025. ~~Units~~It ~~not~~is ~~separated~~expected ~~will~~that ~~continue~~upon toClosing, ~~trade~~the onInvestor ~~Nasdaq~~shall ~~under~~become sole director and shareholder of the ~~symbol~~Sponsor ~~“CHARU~~and shall have exclusive investment and management authority over the Sponsor.”

~~Results of Operations~~17

~~We have~~ITEM ~~neither engaged in any operations nor generated any revenues to date~~2. ~~Our~~Management’s ~~only~~Discussion ~~activities from March 22, 2024 (inception) to September 30, 2024 were organizational activities, those necessary to prepare for the IPO, described below,~~ and, ~~after~~Analysis ~~the IPO, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion~~ of ~~our~~Financial ~~Business~~Condition ~~Combination. We~~and ~~may~~Results ~~generate non-operating income in the form~~ of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.Operations

~~For~~References in this report (the ~~three~~“Quarterly ~~months~~Report”) ~~ended~~to ~~September 30~~“we,” ~~2024~~“us” or the “Company” refer to Charlton Aria Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, weand references ~~had~~to athe ~~net~~“Sponsor” ~~loss~~refer to ST Sponsor II Limited. The following discussion and analysis of ~~$315,671,~~the ~~which~~Company’s ~~consisted~~financial condition and results of ~~formation~~operations should be read in conjunction with the unaudited financial statements and ~~operating~~the ~~costs~~notes ofthereto ~~$130,326~~contained elsewhere in this Quarterly Report. Certain information contained in the discussion and ~~stock~~analysis set forth below includes forward-~~based~~looking statements ~~compensation~~that ~~expense~~involve ofrisks ~~$185,345~~and uncertainties.

16Special Note Regarding Forward-Looking Statements

~~For~~This Quarterly Report includes “forward-looking statements” within the ~~period~~meaning ~~from~~of ~~March~~Section 2227A of the Securities Act of 1933, ~~2024~~as amended (~~inception~~the “Securities Act”), ~~through~~and ~~September~~Section 3021E of the Securities Exchange Act of 1934, ~~2024~~as amended, we(the ~~had~~“Exchange aAct”) ~~net~~that ~~loss~~are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of ~~$331~~historical fact included in this Quarterly Report including,~~524~~ without limitation, ~~which~~statements ~~consisted~~in this “Management’s Discussion and Analysis of ~~formation~~Financial Condition and Results of Operations” regarding the Company’s ~~operating~~financial ~~costs~~position, business strategy and the plans and objectives of ~~$146~~management for future operations,~~179~~ are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~stock~~variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward- looking statements relate to future events or future performance, but reflect management’s current beliefs, based ~~compensation~~on ~~expense~~information currently available. A number of ~~$185~~factors could cause actual events,~~345~~ performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”) on October 24, 2024 (File No. 333-282313) (the “Prospectus”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~Liquidity and Capital Resources~~Overview

~~The~~Charlton Aria Acquisition Corporation (the “Company’s”) ~~liquidity~~is ~~needs~~a upblank tocheck ~~September~~company 30incorporated in the Cayman Islands on March 22, 2024 ~~had~~as ~~been~~an ~~satisfied~~exempted company ~~through~~with alimited ~~payment~~liability. ~~from~~The Company was formed for the ~~Sponsor~~purpose of ~~$25~~effecting a merger,~~000~~ ~~for~~share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the ~~Founder~~“Business ~~Shares~~Combination”). We intend to ~~cover~~effectuate ~~certain~~our ~~offering~~Business ~~costs~~Combination using cash from the proceeds of our IPO and the ~~loan~~sale ~~under~~of anour ~~unsecured~~shares, debt ~~promissory~~or ~~note~~a ~~from~~combination of cash, equity and debt. We expect to continue to incur significant costs in the ~~Sponsor~~pursuit of ~~$500,000~~our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Following the closing of the IPO and sale of the Private Placement Units on October 25, 2024, a total of $75,187,500 was placed in the Trust Account, and we had $576,299 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. In connection with the IPO, we incurred $3,060,711 in transaction costs, consisting of $1,125,000 of underwriting fees, $1,500,000 of deferred underwriting fees, $81,348 of the Representative Shares (as discussed below), and $354,363 of other offering costs.18

~~In conjunction~~Our ~~with~~Initial ~~the~~Public IPO, the Company issued to the underwriter 75,000 Class A ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totaled $81,348.Offering

~~As of~~On ~~September~~October 3025, 2024, we consummated our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of the Company, ~~had~~par novalue ~~cash~~$0.0001 per share (the “Public Shares”), and one right (the “Rights”) of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary Share for $11.50 per share (the “Public Rights”). The Public Units were sold at a ~~working~~price ~~capital~~of ~~deficit~~$10.00 per Unit, and the IPO generated gross proceeds of $~~320~~75,~~932~~000,000. Simultaneously with the closing of the IPO, we consummated a private placement (~~excluding~~the ~~deferred~~“Private ~~offering~~Placement”) ~~costs~~with ST Sponsor II Limited, our sponsor (the “Sponsor”), of an aggregate of 240,000 units (the “Private Placement Units”) at a price of $10.00 ~~Upon~~per Private Placement Unit, generating gross proceeds to the Company of $2,400,000. Each Private Placement Unit consists of one Class A ordinary share ~~closing~~(the “Private Placement Shares”), and one Right (the “Private Placement Rights”). The terms and provisions of the Private Placement Shares and Private Placement Rights in the ~~IPO~~Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain limited exceptions, the Private Placement on Shares are subject to transfer restrictions until the consummation of the Company’s Business Combination. On October 25, 2024, ~~cash~~a total of $~~576~~75,~~299~~187,500 of the net proceeds from the IPO and the Private Placement was ~~held~~deposited ~~outside~~in ofa trust account (the “Trust Account”) ~~and is~~established ~~available~~ for the ~~payment~~benefit of ~~offering~~the Company’s ~~costs~~Public ~~and~~Shareholders ~~for~~at ~~working~~a ~~capital~~U.S. ~~purposes~~based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

We ~~intend~~ toalso ~~use~~issued ~~the~~to ~~funds~~Clear ~~held~~Street LLC, ~~outside~~ the ~~Trust~~representative ~~Account~~of tothe ~~primarily~~underwriters ~~identify~~of ~~and~~the ~~evaluate~~IPO ~~target~~(the ~~businesses~~“Representative”), ~~perform~~75,000 ~~business~~Class ~~due~~A ~~diligence on~~Ordinary ~~prospective~~Shares ~~target~~as ~~businesses,~~part ~~travel~~of tothe underwriting ~~and~~compensation ~~from~~ (the ~~offices,~~“Representative ~~plants~~Shares”) oron ~~similar~~the ~~locations~~closing of ~~prospective~~the ~~target~~IPO. ~~businesses~~The orRepresentative ~~their representatives~~Shares orare ~~owners,~~identical to ~~review~~the ~~corporate~~Class ~~documents~~A ~~and~~Ordinary ~~material~~Shares ~~agreements~~included ofin ~~prospective~~the ~~target businesses~~Units, ~~structure,~~with ~~negotiate and~~certain ~~complete an initial business combination~~exceptions.

~~In order~~The tounderwriters ~~fund~~have ~~working~~been ~~capital~~granted ~~deficiencies~~a or45-day ~~finance~~option ~~transaction~~to ~~costs~~purchase inup ~~connection~~to an ~~with~~additional a1,125,000 ~~Business~~units ~~Combination,~~offered ~~our~~by ~~Insiders~~the orCompany ~~their affiliates~~to orcover ~~designees~~over-allotments, ~~may~~if any. Up to 281,250 ~~but~~shares ~~are~~of ~~not~~the ~~obligated~~2,156,250 toClass B ordinary shares, ~~loan~~par usvalue ~~funds~~$0.0001 asper ~~may~~share be(“Class ~~required.~~B Ifordinary share”) of the Company ~~completes~~held ~~the~~by ~~Business~~our ~~Combination, it~~Sponsor ~~would~~(the ~~repay~~“Founder Shares”) ~~such~~will ~~loaned~~be ~~amounts.~~forfeited Into the ~~event~~extent that the ~~Business~~underwriters’ ~~Combination~~over-allotment option ~~does~~is not ~~close~~exercised in full or in part, weso ~~may~~that ~~use~~our ainsiders ~~portion~~will collectively own 20.0% of our issued and outstanding shares after the ~~working~~IPO ~~capital~~(without given effect to the ~~held~~sale ~~outside~~of the ~~Trust~~Private ~~Account~~Placement toUnits, ~~repay~~the ~~such~~Representative ~~loaned~~Shares, ~~amounts~~and ~~but~~assuming noour ~~proceeds~~directors, ~~from~~officers, Sponsor or any of the ~~Trust~~foregoing’s affiliates ~~Account~~(collectively, ~~would~~the be“insiders”) ~~used~~do ~~for~~not ~~such~~purchase ~~repayment~~Public Units in the IPO). On November 19, 2024, the Representative Upexercised tothe $3Over-allotment Option in part, and purchased 1,000,000 ofUnits ~~such loans~~ (the “~~Working~~Option ~~Capital Loans~~Units”), ~~may~~generating begross ~~convertible~~proceeds of ~~into~~$10,000,000. ~~Units~~Simultaneously with the issuance and sale of the ~~Company~~Option Units, atthe Company completed a ~~price~~private placement sale of 15,000 ~~$10.00~~Private ~~per~~Placement ~~Unit~~Units (the “~~Working~~Additional ~~Capital~~Private Placement Units”) atto the ~~option~~sponsor at a purchase price of ~~the~~$10.00 ~~lender~~Private Placement Units, generating gross proceeds of $150,000.

~~We do~~Since ~~not believe we will need to raise additional funds in order to meet the expenditures required for operating~~ our ~~business. However~~IPO, if our ~~estimate~~sole ofbusiness activity ~~the~~has ~~costs~~been of identifying, aevaluating ~~target~~suitable ~~business,~~acquisition ~~undertaking~~transaction ~~in-depth~~candidates ~~due~~and ~~diligence~~preparing ~~and~~for ~~negotiating~~consummation of a Business Combination. ~~are~~We ~~less~~presently ~~than~~have ~~the~~no ~~actual~~revenue ~~amount~~and ~~necessary to do so, we may~~ have ~~insufficient~~had ~~funds~~losses ~~available~~since toinception ~~operate~~from ~~our~~incurring ~~business~~formation ~~prior~~and tooperating ~~our Business Combination~~costs. ~~Moreover,~~We wehave ~~may~~relied ~~need~~upon ~~to obtain additional financing either to complete our Business Combination or because we become obligated~~the tosale ~~redeem a significant number~~ of our ~~Public~~securities ~~Shares~~and ~~upon~~loans ~~completion~~from ofthe ~~our~~Sponsor ~~Business~~and ~~Combination,~~other inparties ~~which~~to ~~case~~fund weour ~~may issue additional securities or incur debt in connection with such Business Combination~~operations.

~~Off-Balance Sheet~~Separation ~~Financing~~of ~~Arrangements~~Units

~~We have~~On noNovember ~~obligations~~25, ~~assets or liabilities~~2024, ~~which would be considered off-balance sheet arrangements as of September 30, 2024. We do~~the ~~not~~Company ~~participate~~announced ~~in transactions~~ that ~~create~~holders ~~relationships~~of ~~with~~the ~~unconsolidated~~Company’s ~~entities~~Public orUnits ~~financial~~may ~~partnerships,~~elect ~~often referred~~ to ~~as variable~~separately ~~interest~~trade ~~entities, which would have been established for~~ the ~~purpose~~Public ofShares ~~facilitating~~and ~~off-balance~~Public ~~sheet~~Rights ~~arrangements. We have~~from ~~not~~the ~~entered~~Public ~~into any off-balance sheet financing arrangements~~Units, ~~established~~commencing ~~any~~on ~~special purpose entities, guaranteed any debt~~ or ~~commitments of~~about ~~other~~November ~~entities~~26, ~~or purchased any non-financial assets~~2024.

17The Class A ordinary shares and rights trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHAR” and “CHARR”, respectively. Units not separated continue to trade on Nasdaq under the symbol “CHARU.”

~~Contractual Obligations~~Cancellation of Founder Shares

~~Registration~~On December 9, 2024, after ~~Rights~~the expiration of the Over-Allotment Option, pursuant to the IPO Prospectus and the founder share purchase agreement between the Company and the sponsor, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares of the Company so that our insiders would collectively own 20.0% of our issued and outstanding shares after the IPO. As a result, 2,125,000 founder shares remained issued and outstanding as a result.

~~The holders~~Sponsor of the Founder Shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements.Change

~~Underwriting~~On May 12, 2025, Sunny Tan ~~Agreement~~Kah Wei, then director and sole shareholder of the Sponsor, entered into a share purchase agreement with Sovereign Global Trust LLC (“Investor”), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day; in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the “Closing”) of the transactions contemplated under the share purchase agreement on May 13, 2025. It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor and shall have exclusive investment and management authority over the Sponsor.

We granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.19

~~The underwriters~~Results ~~received a cash underwriting discount~~ of $0.15 per Public Unit, or $1,125,000 in the aggregate and paid at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of $0.20 per Public Unit, or approximately $1,500,000 in the aggregate upon the consummation of a Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes its Business Combination, subject to the terms of the underwriting agreement.Operations

~~Critical~~We have neither engaged in any operations nor generated any revenues ~~Accounting~~to ~~Policies~~date. Our only activities from March 22, 2024 (inception) to March 31, 2025 were organizational activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We may generate non-operating income in the form of interest and dividends earned on investments held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing an initial business combination.

~~Use~~For the three months ended March 31, 2025, we had a net income of $731,257, which consisted of ~~Estimates~~interest and dividends earned on investments held in trust account of $899,202 and interest income of $2,307, which was offset by formation and operating costs of $170,252.

~~The preparation~~For ~~of financial statements in conformity with US 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. ~~Actual results could differ~~ from ~~those estimates. Making estimates~~March ~~requires~~22, ~~management~~2024 to(inception) ~~exercise~~through ~~significant~~March ~~judgment.~~31, It2024, iswe athad ~~least~~a ~~reasonably~~net ~~possible~~loss ~~that the estimate~~ of ~~the effect of a condition~~$20, ~~situation~~ orwhich ~~set~~consisted of ~~circumstances~~formation ~~that~~and ~~existed~~operating atcosts ~~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~~$20.

~~Recent Accounting~~Liquidity ~~Pronouncements~~and Capital Resources

~~Management does~~The ~~not~~Company’s ~~believe~~liquidity needs ~~that~~up ~~any~~to ~~recently~~March ~~issued~~31, ~~but~~2025 ~~not~~had ~~effective,~~been ~~accounting~~satisfied ~~standards,~~through ifa ~~currently~~payment ~~adopted~~from the sponsor of $25,000 ~~would~~for ~~have~~the afounder ~~material~~shares ~~effect~~to cover certain offering oncosts and the ~~Company’s~~proceeds ~~financial~~from ~~statements~~the public offering and private placements.

~~ITEM~~As of March 31, 2025, the 3.Company ~~QUANTITATIVE~~had ~~AND~~cash ~~QUALITATIVE~~of ~~DISCLOSURES~~$186,232 ~~ABOUT~~and ~~MARKET~~working ~~RISK~~capital of $239,205.

WeFor the three months ended ~~are~~March a31, ~~smaller~~2025, ~~reporting~~there ~~company~~was as$261,187 ~~defined~~of bycash ~~Rule~~used ~~12b-2~~in operating activities resulting from dividend earned on investments held in trust account of $899,202 and the ~~Exchange~~increase ~~Act~~in ~~and~~prepaid ~~are~~expenses ~~not~~of ~~required~~$95,920. toThe ~~provide~~changes were offset by net income of $731,257 and the ~~information~~increase ~~otherwise~~in accounts ~~required~~payable ~~under~~and ~~this~~accrued ~~item~~expenses of $2,678.

18For the period from March 22, 2024 (inception) through March 31, 2024, there was $0 of cash used in or provided by operating activities.

~~ITEM~~For the three months ended 4.March ~~CONTROLS~~31, ~~AND~~2025 ~~PROCEDURES~~and for the period from March 22, 2024 (inception) through March 31, 2024, there was no investing activities.

~~Evaluation~~For the three months ended ofMarch ~~Disclosure~~31, ~~Controls~~2025 and ~~Procedures~~for the period from March 22, 2024 (inception) through March 31, 2024, there was no financing activities.

~~Disclosure~~We ~~controls~~intend ~~are~~to ~~procedures~~use ~~that are designed with~~ the ~~objective~~funds ofheld ~~ensuring~~outside ~~that~~the ~~information~~Trust ~~required~~Account to beprimarily ~~disclosed~~identify inand ~~our~~evaluate ~~reports~~target ~~filed under the Exchange Act~~businesses, ~~such~~perform asbusiness ~~this~~due ~~Report,~~diligence ison ~~recorded,~~prospective ~~processed,~~target ~~summarized~~businesses, ~~and~~travel ~~reported~~to ~~within the time period specified in the SEC’s rules~~ and ~~forms.~~from ~~Disclosure controls are also designed with~~ the ~~objective of ensuring that such information is accumulated and communicated to our management~~offices, ~~including~~plants ~~the~~or ~~chief~~similar ~~executive officer~~locations ~~and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation~~ of ~~our~~prospective ~~current~~target ~~chief~~businesses ~~executive~~or ~~officer~~their ~~and~~representatives ~~chief~~or ~~financial officer) (our “Certifying Officers”)~~owners, ~~the~~ ~~effectiveness~~review ofcorporate ~~our~~documents ~~disclosure controls~~ and ~~procedures~~material asagreements of ~~September~~ ~~30,~~prospective ~~2024,~~target ~~pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation~~businesses, ~~our chief executive officer and chief financial officer~~structure, ~~have~~negotiate ~~concluded that during the period covered by this report, our disclosure controls~~ and ~~procedures~~complete ~~were~~an ~~not~~initial ~~effective due to the following material weaknesses identified~~business ~~by our management~~combination.

~~● Inadequate segregation of duties within account processes due to limited personnel; and~~20

●In ~~Insufficient~~order ~~written~~to ~~policies~~fund ~~and~~working capital ~~procedures~~deficiencies or finance transaction costs in connection with a Business Combination, our Insiders or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If the Company completes the Business Combination, it would repay such loaned amounts. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for ~~accounting~~such repayment. Up to $3,000,000 ~~information~~of such ~~technology~~loans (the “Working Capital Loans”) may be convertible into Units of the Company, ~~and~~at ~~financial~~a ~~reporting~~price ~~and~~of ~~record~~$10.00 ~~keeping~~per Unit (the “Working Capital Units”) at the option of the lender.

We do not ~~expect~~believe ~~that~~we ~~our disclosure controls and procedures~~ will ~~prevent~~need ~~all~~to ~~errors~~raise ~~and all instances of fraud. Disclosure controls and~~additional ~~procedures,~~funds noin ~~matter~~order ~~how~~to ~~well~~meet ~~conceived~~the ~~and~~expenditures ~~operated,~~required ~~can~~for ~~provide~~operating ~~only~~our ~~reasonable,~~business. ~~not absolute~~However, ~~assurance~~if ~~that~~our ~~the~~estimate ~~objectives~~ of the ~~disclosure~~ ~~controls~~costs ~~and~~of ~~procedures~~identifying ~~are~~a ~~met. Further~~target business, ~~the~~undertaking ~~design~~in-depth ofdue ~~disclosure~~diligence ~~controls~~ and ~~procedures~~negotiating ~~must~~a ~~reflect~~Business ~~the~~Combination ~~fact that there~~ are ~~resource~~less ~~constraints,~~than ~~and~~ the ~~benefits~~actual ~~must~~amount benecessary ~~considered relative~~ to ~~their~~do ~~costs.~~so, we ~~Because~~may ofhave ~~the~~insufficient ~~inherent~~funds ~~limitations~~available into ~~all~~operate ~~disclosure controls~~our ~~and~~business ~~procedures,~~prior noto ~~evaluation~~our ofBusiness ~~disclosure~~Combination. ~~controls~~Moreover, ~~and~~we ~~procedures~~may ~~can~~need ~~provide~~to ~~absolute~~obtain ~~assurance~~additional financing ~~that~~either weto ~~have~~complete ~~detected all~~ our ~~control~~Business ~~deficiencies~~Combination ~~and~~or ~~instances~~because ofwe ~~fraud,~~become ifobligated ~~any.~~to ~~The~~redeem ~~design~~a ofsignificant ~~disclosure~~number ~~controls~~of ~~and~~our ~~procedures~~Public ~~also is based partly on certain~~Shares ~~assumptions~~upon ~~about~~completion ~~the likelihood~~ of ~~future~~our ~~events~~Business Combination, ~~and~~in ~~there~~which ~~can~~case bewe nomay ~~assurance~~issue ~~that~~additional ~~any~~securities ~~design~~or ~~will~~incur ~~succeed~~debt in ~~achieving~~connection ~~its~~with ~~stated goals~~such ~~under all potential future conditions~~Business Combination.

~~This~~In connection with our assessment ~~quarterly~~of ~~report~~going onconcern ~~Form 10~~considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-Q40, ~~(the~~Presentation ~~“Quarterly~~of ~~Report~~Financial Statements - Going Concern,”) ~~does~~management ~~not~~has ~~include~~determined anthat ~~attestation~~these ~~report~~conditions ofraise ~~internal~~substantial doubt ~~controls~~about ~~from~~our ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Working Capital Loans. In addition, if we are unable to complete a Business Combination within the Combination Period by April 25, 2026, if not further extended, our ~~independent~~board ~~registered~~of ~~public~~directors ~~accounting~~would ~~firm~~proceed ~~due~~to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such conditions raise substantial doubt about our ~~status~~ability to continue as ana ~~emerging~~going ~~growth~~concern ~~company~~within ~~under~~one year after the date ~~JOBS~~that ~~Act~~the unaudited financial statements are issued. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Changes in~~Off-Balance ~~Internal~~Sheet ~~Control~~Financing ~~Over Financial Reporting~~Arrangements

~~During the~~We ~~period~~have ~~covered~~no byobligations, ~~this~~assets or ~~Quarterly~~liabilities, ~~Report~~which onwould ~~Form~~be 10considered off-Qbalance sheet arrangements as of March 31, ~~there~~2025. ~~has~~We ~~been~~do ~~no changes~~not participate in ~~our~~transactions ~~internal~~that create ~~control~~relationships ~~over~~with unconsolidated entities or financial ~~reporting (~~partnerships, often referred to as ~~such~~variable ~~term~~interest isentities, ~~defined~~which inwould have ~~Rules 13a-15(f) and~~been ~~15d-15(f) under~~established for the ~~Exchange~~purpose ~~Act)~~of ~~during~~facilitating ~~the~~off-balance ~~fiscal~~sheet ~~quarter~~arrangements. ~~covered~~We byhave not entered into any off-balance sheet financing ~~this~~arrangements, ~~report~~established ~~that~~any ~~has~~special ~~materially~~purpose ~~affected~~entities, orguaranteed ~~are~~any ~~reasonably~~debt ~~likely~~or tocommitments ~~materially~~of ~~affect~~other entities, ~~our~~or ~~internal~~purchased ~~control~~any ~~over~~ non-financial ~~reporting~~ assets.

19Contractual Obligations

~~PART II~~Registration ~~- OTHER INFORMATION~~Rights

~~ITEM~~The holders of the founder 1shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and the insiders. ~~LEGAL~~The ~~PROCEEDINGS~~holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed after the completion of our initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the costs and expenses of filing any such registration statements.

~~We are~~Underwriting ~~not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.~~Agreement

~~ITEM~~We granted the underwriters 1Aa 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. ~~RISK~~The underwriters ~~FACTORS~~had exercised the over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.

AsThe underwriters received a ~~smaller~~cash ~~reporting~~underwriting ~~company,~~discount weof ~~are~~$0.15 ~~not required~~per toPublic ~~include~~Unit, ~~risk~~or ~~factors~~$1,275,000 in ~~this~~the ~~Report.~~aggregate ~~However,~~and ~~factors~~paid ~~that~~at ~~could~~the ~~cause~~closing ~~our~~of ~~actual~~the ~~results~~IPO toand ~~differ~~the ~~materially from those~~exercising inof ~~this~~over-allotment ~~Quarterly~~option ~~Report~~in ~~are~~part. ~~any~~In ofaddition, the ~~risks~~underwriters ~~described~~will inbe ~~our~~entitled ~~Prospectus.~~to ~~Any~~a ofdeferred ~~these~~fee ~~factors~~of ~~could~~$0.20 ~~result~~per inPublic aUnit, ~~significant~~ or ~~material~~approximately ~~adverse~~$1,700,000 ~~effect~~in onthe ~~our~~aggregate ~~results~~upon the consummation of ~~operations~~an orinitial ~~financial~~business ~~condition~~combination. ~~Additional~~The ~~risk~~deferred ~~factors~~fee ~~not~~will ~~presently~~become ~~known~~payable to usthe orunderwriters from ~~that~~the weamounts ~~currently deem~~held ~~immaterial~~in ~~may~~the ~~also~~trust ~~impair~~account ~~our~~solely in the event that the Company completes its initial business orcombination, ~~results~~subject to the terms of ~~operations~~the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

AsCritical ofAccounting ~~the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Prospectus.~~Policies

~~ITEM~~The preparation of unaudited 2financial statements in conformity with accounting principles generally accepted in the United States of America (the “US 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 unaudited financial statements and the reported amounts of expenses during the reporting period. Actual ~~UNREGISTERED~~results ~~SALES~~could OFdiffer ~~EQUITY~~from ~~SECURITIES~~those ~~AND~~estimates. ~~USE~~Making OFestimates ~~PROCEEDS~~requires ~~FROM~~management ~~REGISTERED~~to ~~SECURITIES~~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 unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. We did not identify any critical accounting estimates.

~~Unregistered Sales of Equity Securities~~21

~~Founder~~Recent ~~Shares~~Accounting ~~Sales and Transfer~~Pronouncements

OnManagement ~~April 23,~~does ~~2024,~~not ~~the~~believe ~~Company~~that ~~issued~~any 2recently issued,~~156,250~~ ~~Class B~~but ~~ordinary~~not ~~shares~~effective, ~~par~~accounting ~~value $0.0001 per share (the “Founder Shares”)~~standards, toif STcurrently ~~Sponsor II Limited~~adopted, ~~the~~would ~~sponsor~~have ~~of the IPO (the “Sponsor”) for~~ a ~~purchase~~material ~~price~~effect ofon ~~$25,000,~~our ~~or approximately $0.0116 per share. The Founder~~unaudited ~~Shares~~financial held by the Company’s insiders include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’ Over-allotment Option (as defined below) is not exercised in full or in partstatements.

OnITEM ~~September 11, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 insider shares and 60,000 insider shares to Mr~~3. ~~Will~~QUANTITATIVE ~~Garner,~~AND ~~the~~QUALITATIVE ~~Company’s~~DISCLOSURES ~~Chairman~~ABOUT ~~and~~MARKET ~~CEO, and Ms. Yuanmei Ma, the Company’s CFO, respectively, for a total consideration of $1,855, or approximately $0.0116 per share.~~RISK

OnWe ~~October~~are ~~24,~~a ~~2024,~~smaller ~~the~~reporting ~~effective~~company ~~date~~as ofdefined ~~the~~by ~~registration~~Rule ~~statement~~12b-2 of the ~~IPO,~~Exchange ~~the~~Act ~~Sponsor~~and ~~transferred~~are annot ~~aggregate~~required ~~of 60,000 of its Founder Shares, or 20,000 each~~ to ~~its~~provide ~~three~~the ~~independent~~information ~~directors~~otherwise ~~for~~required ~~their~~under ~~board~~this ~~service, for nominal cash consideration, of $696~~item.

~~Private~~ITEM ~~Placements~~4. CONTROLS AND PROCEDURES

~~On October~~Evaluation ~~25, 2024, simultaneously with the closing~~ of ~~the IPO,~~Disclosure ~~the~~Controls ~~Company~~and completed the Private Placement of 240,000 Private Placement Units to the Company’s sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $2,400,000.Procedures

~~The~~Disclosure controls are procedures ~~above~~that ~~sales~~are ~~were~~designed ~~issued~~with ~~pursuant~~the objective of ensuring that information required to be disclosed in our reports filed under the ~~exemption~~Exchange ~~from~~Act, such ~~registration~~as ~~contained~~this Report, is recorded, processed, summarized, and reported within the time period specified in ~~Section~~the SEC’s rules 4and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer) (aour “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of March 31, 2025, pursuant to Rule 13a-15(2b) ofunder the ~~Securities~~Exchange Act. NoBased upon that evaluation, our chief executive officer and chief financial officer concluded ~~commissions~~that, ~~were~~have ~~paid~~concluded inthat ~~connection~~during ~~with~~the ~~such~~period ~~sales~~covered by this report, our disclosure controls and procedures were not effective.

InWe ~~connection~~do ~~with~~not ~~the~~expect ~~IPO,~~that our ~~the~~disclosure ~~underwriters~~controls ~~were~~and ~~granted~~procedures anwill ~~option~~prevent toall ~~purchase~~errors upand toall ~~1,125,000~~instances ~~additional~~of ~~Units~~fraud. toDisclosure ~~cover~~controls ~~over-allotments~~and procedures, ifno ~~any~~matter ~~(the “Over-allotment~~how ~~Option”).~~well Onconceived ~~November~~and 19operated, ~~2024~~can provide only reasonable, not absolute, assurance that the ~~Representative~~objectives ~~exercised~~of the ~~Over-allotment~~disclosure ~~Option~~controls inand ~~part~~procedures are met. Further, the design of disclosure controls and ~~purchased~~procedures 1must reflect the fact that there are resource constraints,~~000,000~~ ~~Units~~and (the ~~“Option~~benefits ~~Units”),~~must ~~generating~~be ~~gross~~considered ~~proceeds~~relative ofto ~~$10,000,000~~their costs. ~~Simultaneously~~Because ~~with~~of the ~~issuance~~inherent ~~and~~limitations ~~sale~~in ofall ~~the~~disclosure ~~Option~~controls ~~Units~~and procedures, no ~~the~~evaluation ~~Company~~of ~~completed~~disclosure acontrols ~~private~~and ~~placement~~procedures ~~sale~~can ofprovide ~~15,000~~absolute ~~Private~~assurance ~~Units~~that ~~(the~~we ~~“Additional~~have ~~Private~~detected ~~Placement~~all ~~Units”)~~our tocontrol ~~the~~deficiencies ~~Sponsor~~and atinstances aof ~~purchase~~fraud, ~~price~~if any. The design of ~~$10.00~~disclosure ~~Private~~controls ~~Placement~~and ~~Units,~~procedures ~~generating~~also ~~gross~~is ~~proceeds~~based partly on certain assumptions about the likelihood of ~~$150~~future events,~~000~~ and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~The~~This ~~sales~~quarterly ofreport on Form 10-Q (the ~~Additional Private~~“Quarterly ~~Placement~~Report”) ~~Units~~does ~~issued~~not ~~pursuant~~include toan ~~the~~attestation ~~exemption~~report of internal controls from ~~registration~~our ~~contained~~independent inregistered public ~~Section 4(a)(2) of~~accounting ~~the~~firm ~~Securities~~due ~~Act. No~~to ~~commissions~~our ~~were~~status ~~paid~~as inan ~~connection~~emerging ~~with~~growth ~~such~~company ~~sales~~under the JOBS Act.

~~Use of~~Changes ~~Proceeds~~in Internal Control Over Financial Reporting

~~On October~~During ~~25,~~the ~~2024,~~period wecovered by ~~consummated~~this ~~the~~Quarterly ~~IPO~~Report ofon 7Form 10-Q,~~500,000~~ ~~Public~~there ~~Units,~~has atbeen ano ~~price~~changes ofin ~~$10.00~~our ~~per~~internal ~~Unit,~~control ~~generating~~over ~~gross~~financial ~~proceeds~~reporting of(as ~~$75,000,000.~~such term is defined ~~Simultaneously~~in ~~with~~Rules 13a-15(f) and 15d-15(f) under the ~~closing~~Exchange ofAct) during the ~~IPO,~~fiscal wequarter ~~consummated~~covered ~~the~~by ~~sale~~this ofreport ~~240,000 Private~~that ~~Placement~~has ~~Units~~materially affected, toor ~~our~~are ~~sponsor~~reasonably inlikely ~~Private Placement~~to materially affect, ~~generating~~our ~~gross~~internal ~~proceeds~~control ofover ~~$2,400,000~~financial reporting.

The net proceeds of $75,187,500 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.22

OnPART ~~November~~II ~~19,~~- ~~2024,~~OTHER in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.INFORMATION

ITEM 3 1. ~~DEFAULTS~~LEGAL ~~UPON SENIOR SECURITIES~~PROCEEDINGS.

~~None~~We are not a party to any material legal proceedings and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.

ITEM 4 1A. ~~MINE~~RISK ~~SAFETY DISCLOSURES~~FACTORS.

~~Not~~As a smaller reporting company, ~~applicable~~we are not required to include risk factors in this Report. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Prospectus.

20ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.

~~ITEM 5.~~Unregistered ~~OTHER~~Sales ~~INFORMATION.~~of Equity Securities

~~None~~On October 25, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 240,000 Private Placement Units to the Company’s sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $2,400,000.

~~ITEM~~The above sales were issued 6pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. ~~EXHIBITS~~No commissions were paid in connection with such sales.

~~The~~In connection with the IPO, ~~following~~the ~~exhibits~~underwriters ~~are~~were ~~filed~~granted asan option to purchase up to 1,125,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”), generating gross proceeds of $10,000,000. orSimultaneously ~~incorporated~~with bythe ~~reference~~issuance ~~into~~and sale of the Option Units, the ~~this~~Company ~~Quarterly~~completed ~~Report~~a onprivate ~~Form~~placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price of $10-Q.00 Private Placement Units, generating gross proceeds of $150,000.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The sales of the Additional Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No commissions were paid in connection with such sales.

*Use ~~Filed~~of ~~herewith~~Proceeds

**On ~~Furnished~~October 25, 2024, we consummated the IPO of 7,500,000 Public Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 240,000 Private Placement Units, to our sponsor in Private Placement, generating gross proceeds of $2,400,000.

21The net proceeds of $75,187,500 from the IPO and the Private Placement were placed in the Trust Account established for the benefit of the Company’s public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee.

~~SIGNATURES~~On November 19, 2024, in connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.

~~Pursuant to~~ITEM ~~the~~3. ~~requirements~~DEFAULTS ofUPON ~~the~~SENIOR ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~SECURITIES.

	Charlton Aria Acquisition Corporation
Date: December 3, 2024	By:	/s/ Robert W. Garner
		Robert W. Garner
		Chief Executive Officer (Principal Executive Officer)
Date: December 3, 2024	By:	/s/ Yuanmei Ma
		Yuanmei Ma
		Chief Financial Officer (Principal Financial Officer)

None.

22ITEM 4. MINE SAFETY DISCLOSURES.

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ITEM 5. OTHER INFORMATION.

On May 12, 2025, Sunny Tan Kah Wei, then director and sole shareholder of ST Sponsor II Limited, a Cayman Islands exempted company and the sponsor of the Company’s initial public offering (the “Sponsor”), entered into a share purchase agreement with Sovereign Global Trust LLC (“Investor”), a Delaware limited liability company, under which Mr. Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day; in exchange, Mr. Tan would receive (x) $4 million in cash and (y) resign as director of the Sponsor upon closing (the “Closing”) of the transactions contemplated under the share purchase agreement on May 13, 2025. It is expected that upon Closing, the Investor shall become sole director and shareholder of the Sponsor and shall have exclusive investment and management authority over the Sponsor.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

Furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Charlton Aria Acquisition Corporation

Date: May 12, 2025	By:	/s/ Robert W. Garner
		Robert W. Garner
		Chief Executive Officer (Principal Executive Officer)

Date: May 12, 2025	By:	/s/ Yuanmei Ma
		Yuanmei Ma
		Chief Financial Officer (Principal Financial Officer)

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Filing Compare · Charlton Aria Acquisition Corp