UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Four Leaf Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-41646		88-1178935
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

4546 El Camino Real B10 #715, Los Altos, California		94022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 720-5626

Not Applicable

(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, each consisting of one share of Class A common stock and one redeemable Warrant	FORLU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share	FORL	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A common stock for $11.50 per share	FORLW	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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ~~May~~August 1422, 2025, 21,~~722~~014,~~903~~517 shares of Class A common stock, par value $0.0001 per share, and 1,355,250 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

		PAGE
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3739
Item 4.	Controls and Procedures	3739
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3940
Item 1A.	Risk Factors	3940
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	3940
Item 3.	Defaults Upon Senior Securities	3940
Item 4.	Mine Safety Disclosures	3940
Item 5.	Other Information	3940
Item 6.	Exhibits	40
SIGNATURES		41

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements

FOUR ~~LEAF~~ LEAF ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	June 30, 2025			December 31, 2024
	2025			2024
	(Unaudited)
ASSETS	~~(Unaudited)~~
Current assets
Cash	$	19,~~264~~804		$	28,407
Prepaid expenses		48,045			35,000
Restricted cash - held in trust account		19,856,826			-
Total current assets		49,309			63,407
Prepaid expenses		125,625			35,000
Total current assets		19,992,255			63,407
Other assets
Marketable securities held in trust account		3011,~~666~~354,~~039~~936			30,124,557
Total assets	$	3031,~~715~~347,~~348~~191		$	30,187,964
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued offering costs	$	24,999		$	24,999
Accounts payable and accrued expenses		~~598~~548,~~623~~486			508,906
Due to related party		~~212~~242,180			182,180
Class A common stock pending redemption (1,708,386 shares and no shares as of June 30, 2025 and December 31, 2024, respectively)		19,856,826			-
Convertible note - related party		2,000,000			2,000,000
Promissory note - related party		~~551~~1,116,100			195,100
Deferred credit - operating expenses funded by Xiaoyu Dida		~~241~~341,250			191,250
Excise tax liability		~~301~~500,~~944~~512			301,944
Income taxes payable		~~282~~358,~~839~~644			221,943
Total current liabilities		424,~~212~~988,~~935~~997			3,626,322
Deferred underwriting fee payable		1,897,350			1,897,350
Total liabilities		626,~~110~~886,~~285~~347			5,523,672
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 26,000,000 shares authorized; 2,668,693 shares issued and outstanding (at $11.42 and $11.25 redemption value as of March 31, 2025 and December 31, 2024, respectively)		30,478,031			30,023,845
Class A common stock subject to possible redemption, $0.0001 par value; 26,000,000 shares authorized; 960,307 shares issued and outstanding and 2,668,693 shares issued and outstanding (at $11.55 and $11.25 redemption value as of June 30, 2025 and December 31, 2024, respectively)		11,093,593			30,023,845
Stockholders’ deficit
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 2,668,693 shares subject to possible redemption)		5			5
Class A common stock, $0.0001 par value; 26,000,000 shares authorized; 54,210 shares issued and outstanding (excluding 960,307 and 2,668,693 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively)		5			5
Class B common stock, $0.0001 par value; 4,000,000 shares authorized; 1,355,250 shares issued and outstanding		136			136
Accumulated deficit		(56,~~873~~632,~~109~~890	)		(5,359,694	)
Total stockholders’ deficit		(56,~~872~~632,~~968~~749	)		(5,359,553	)
Total liabilities, common stock subject to possible redemption, and stockholders’ deficit	$	3031,~~715~~347,~~348~~191		$	30,187,964

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

~~FOUR LEAF~~Four ~~ACQUISITION~~Leaf ~~CORPORATION~~Acquisition Corporation

~~CONDENSED~~Condensed ~~STATEMENTS~~Statements OFof ~~OPERATIONS~~Operations

(Unaudited)

	For the three months ended March 31,
	For the three months ended June 30,						For the six months ended June 30,
	2025			2024			2025			2024
Formation and operating costs	$	~~314~~343,~~815~~812		$	~~452~~424,~~417~~028		$	658,628		$	876,445
Loss from operations	$	(~~314~~343,~~815~~812	)	$	(~~452~~424,~~417~~028	)		(658,628	)		(876,445	)
Other income:
Dividend and interest income		~~316~~320,~~482~~723			~~757~~737,~~940~~335			637,205			1,495,275
Income before income taxes		1,667			305,523
Income (loss) before income taxes		(23,089	)		313,307			(21,423	)		618,830
Income tax provision		(6065,~~896~~735	)		(~~174~~146,~~921~~651	)	$	(126,631	)		(321,572	)
Net income (loss)	$	(5988,~~229~~824	)	$	~~130~~166,~~602~~656		$	(148,054	)	$	297,258
Weighted average shares outstanding of Class A common stock subject to possible redemption		2,~~668~~593,~~693~~599			5,~~421~~027,~~000~~813			2,631,146			5,224,407
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (see Note 2)	$	(0.0102	)	$	0.0203		$	(0.04	)	$	0.04
Weighted average shares outstanding of Class A common stock		54,210			54,210			54,210			54,210
Basic and diluted net income (loss) per share, Class A Common Stock (see Note 2)	$	(0.0102	)	$	0.0203		$	(0.04	)	$	0.04
Weighted average shares outstanding of Class B common stock		1,355,250			1,355,250			1,355,250			1,355,250
Basic and diluted net income (loss) per share, Class B common stock (see Note 2)	$	(0.0102	)	$	0.0203		$	(0.04	)	$	0.04

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

~~FOUR LEAF~~Four ~~ACQUISITION~~Leaf ~~CORPORATION~~Acquisition Corporation

~~CONDENSED~~Condensed ~~STATEMENTS~~Statements OFof ~~CHANGES~~Changes INin ~~COMMON~~Common ~~STOCK~~Stock ~~SUBJECT~~Subject TOto ~~POSSIBLE~~ Possible ~~REDEMPTION~~Redemption ~~AND~~and ~~STOCKHOLDERS~~Stockholders’ ~~DEFICIT~~Deficit

~~FOR THE~~For ~~THREE~~the ~~MONTHS~~Three ~~ENDED~~and ~~MARCH~~Six 31Months Ended June 30, 2025 ~~AND~~and 2024

(Unaudited)

	Common Stock Subject to Possible
	Redemption						Common Stock											Total
	Class A						Class A				Class B				Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares		Amount		Deficit			Deficit
Balance - December 31, 2024		2,668,693		$	30,023,845			54,210	$	5		1,355,250	$	136	$	(5,359,694	)	$	(5,359,553	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			229,186			-		-		-		-		(229,186	)		(229,186	)
Accretion of Class A common stock to redemption value due to extension payment		-			225,000			-		-		-		-		(225,000	)		(225,000	)
Net loss		-			-			-		-		-		-		(59,229	)		(59,229	)
Balance - March 31, 2025		2,668,693		$	30,478,031			54,210	$	5		1,355,250	$	136	$	(5,873,109	)	$	(5,872,968	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			247,388			-		-		-		-		(247,388	)		(247,388	)
Accretion of Class A common stock to redemption value due to extension payment		-			225,000			-		-		-		-		(225,000	)		(225,000	)
Redemptions of Class A common stock subject to possible redemption		(1,708,386	)		(19,856,826	)		-		-		-		-		-			-
Excise tax		-			-			-		-		-				(198,569	)		(198,569	)
Net loss		-			-			-		-		-		-		(88,824	)		(88,824	)
Balance - June 30, 2025		960,307		$	11,093,593			54,210	$	5		1,355,250	$	136	$	(6,632,890	)	$	(6,632,749	)

	Common Stock Subject to Possible
	Redemption						Common Stock											Total
	Class A						Class A				Class B				Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Shares		Amount		Deficit			Deficit
Balance - December 31, 2023		5,421,000		$	56,067,420			54,210	$	5		1,355,250	$	136	$	(1,310,233	)	$	(1,310,092	)
Accretion of Class A common stock to redemption value		-			1,439,127			-		-		-		-		(1,439,127	)		(1,439,127	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			552,520			-		-		-		-		(552,520	)		(552,520	)
Accretion of Class A common stock to redemption value due to extension payment		-			542,100			-		-		-		-		(542,100	)		(542,100	)
Net income																130,602			130,602
Balance - March 31, 2024		5,421,000		$	58,601,167			54,210	$	5	$	1,355,250	$	136	$	(3,713,378	)	$	(3,713,237	)
Accretion of Class A common stock to redemption value due to dividend and interest income earned		-			554,423			-		-		-		-		(554,423	)		(554,423	)
Accretion of Class A common stock to redemption value due to extension payment		-			75,000			-		-		-		-		(75,000	)		(75,000	)
Redemptions of Class A common stock subject to possible redemption		(2,752,307	)		(30,194,356	)		-		-		-		-		-			-
Excise tax		-			-			-		-		-		-		(301,943	)		(301,943	)
Net income		-			-			-		-		-		-		166,656			166,656
Balance - June 30, 2024		2,668,693		$	29,036,234			54,210	$	5		1,355,250	$	136	$	(4,478,088	)	$	(4,477,947	)

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

~~FOUR LEAF~~Four ~~ACQUISITION~~Leaf ~~CORPORATION~~Acquisition Corporation

~~CONDENSED~~Condensed ~~STATEMENTS~~Statements OFof ~~CASH~~Cash ~~FLOWS~~Flows

(Unaudited)

	For the three months ended March 31,
	For the six months ended June 30,
	2025			2024
Cash Flows from Operating Activities:
Net income (loss)	$	(59148,~~229~~054	)	$	~~130~~297,~~602~~258
Adjustments to reconcile net income (loss) to net cash used in operating activities
Dividend and interest income		(~~316~~637,~~482~~205	)		(~~757~~1,~~940~~495,275	)
Operating expenses paid by Xiaoyu Dida		100,000			-
Changes in current assets and liabilities
Prepaid expenses		36(71,~~955~~181	)		(285,~~408~~658	)
Accounts payable and accrued expenses		8970,~~717~~136			~~125~~321,~~447~~544
Due to related party		3060,000			3060,000
Income taxes payable		60136,~~896~~701			~~174~~(244,~~921~~428	)
Net cash used in operating activities		(~~158~~489,~~143~~603	)		(~~325~~1,~~378~~066,559	)
Cash Flows from Investing Activities
Extension payments deposited into Trust Account		(~~225~~450,000	)		(~~542~~617,100	)
Net cash used in investing activities		(225,000	)		(542,100	)
Redemption of investments		-			30,761,155
Net cash provided by (used in) investing activities		(450,000	)		30,144,055
Cash Flows from Financing Activities:
Proceeds from convertible note - related party		-			~~862~~1,107,100
Proceeds from promissory note - related party		~~356~~921,000			-
Net cash provided by financing activities		356,000			862,100
Redemption of Class A common stock subject to possible redemption		-			(30,194,356	)
Net change in cash		(27,143	)		(5,378	)
Net cash provided by (used in) financing activities		921,000			(29,087,256	)
Net change in cash		(18,603	)		(9,760	)
Cash - beginning of the period		28,407			10,622
Cash - end of the period	$	19,~~264~~804		$	~~5,244~~862
Non-cash investing and financing activities:
Accretion of Class A common stock subject to possible redemption	$	~~454~~926,~~186~~574		$	23,~~533~~163,~~747~~170
Operating expenses paid by Xiaoyu Dida	$	50,000		$	-
Accounts payable paid by Xiaoyu Dida	$	50,000		$	-
Excise tax liability	$	198,568		$	301,943

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

FOUR ~~LEAF~~ LEAF ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Nature of Operations

Four ~~Leaf~~ Leaf Acquisition Corporation (the “Company”) is a blank check company that was incorporated as a Delaware corporation on ~~March~~ March 3, 2022 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or or similar business combination with one or more businesses.

On ~~December~~ December 17, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xiaoyu Dida Interconnect International Limited, a Cayman Islands exempted company (“Xiaoyu Dida”), commonly known as Smart Station.

As of ~~March 31~~June 30, 2025, the Company has not commenced any operations. All activity for the period from March 3, 2022 (inception) through ~~March 31~~June 30, 2025, relates to the Company’s formation and the initial public offering (“IPO”) (as described below), as well as activities necessary to identify a potential target and prepare for a business combination. The Company will not generate any operating ~~revenues~~ revenues until after the completion of its initial business combination. The Company generates non-operating income in the form of dividend ~~and~~ and interest income from the proceeds derived from the IPO.

The ~~Company~~ Company has selected December 31 as its fiscal year end. The Company’s sponsor is ALWA Sponsor, LLC, a Delaware limited liability ~~company~~ company (the “Sponsor”).

The ~~registration~~ registration statement for the Company’s IPO was declared effective on March 16, 2023. On March 16, 2023, the Company consummated its IPO of 5,200,000 units (“Units”). On March 17, 2023, the underwriters partially exercised their over-allotment option and purchased 221,000 additional Units. Each Unit consisted of one share of Class A common stock, $0.0001 par value per share (“Class A common stock”), and one redeemable warrant exercisable into one share of Class A common stock at an exercise price of $11.50 per share (“Public Warrant”). The Units were sold at an offering price of $10.00 per Unit and generated total gross proceeds of $54,210,000.

Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 3,576,900 warrants (each a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) which were purchased by the Sponsor, at a price of $1.00 per Private Placement Warrant, generating total proceeds of $3,577,000, which is described in Note 4.

Transaction costs amounted to $4,019,087 consisting of $2,710,500 of underwriting commissions, $813,150 of which was paid out within three days of the IPO date, the Representative Shares (as defined below), and $1,038,067 of other offering costs. At the IPO date, cash of $974,028 was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working ~~capital~~ capital purposes.

In ~~conjunction~~ conjunction with the IPO, the Company issued to the underwriter 54,210 shares of Class A common stock for nominal 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 $270,520.

Following the closing of the IPO, an amount of $55,836,300 ($10.30 per Unit) from the net proceeds of the sale of the Units in the IPO and the ~~sale~~ sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of: (a) the completion of the Company’s initial business combination or (b) the redemption of the Company’s public shares if the Company is unable to complete its initial business combination in the prescribed time frame, as defined below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target ~~sufficient~~ sufficient for it not to be required to register as an investment company under the Investment Company Act 1940.

In ~~connection~~ connection with any proposed initial business combination, the Company will either: (1) seek stockholder approval of such initial business ~~combination~~ combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide its stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein.

If the Company engages in a tender offer, such tender offer will be structured so that each stockholder may tender all of his, her or its shares rather than a pro rata portion of his, her or its shares. The decision as to whether the Company will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to the Company in a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company determines to allow stockholders to sell their shares to the Company in a tender offer, it will file tender offer documents with the U.S. Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

The ~~Company~~ Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its ~~third~~second amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a business combination.

If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not ~~pursuant~~ pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether ~~they~~ they vote for or against the proposed transaction.

Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial business combination and the Company does not conduct redemptions in connection with its initial business combination pursuant to the tender offer rules, the Certificate of Incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO (“Excess Shares”). However, the Company’s stockholders will not be restricted to vote all of their ~~shares~~ shares (including Excess shares) for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial business combination.

The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose any amendment to the Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination by September 22, 2025 (or June 22, 2026 if the additional extensions are afforded to the Company under the terms of the 2025 Extension) unless the Company provides its public stockholders with the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding public shares.

Initial Extension of Period to Complete Initial Business Combination

On ~~March~~ March 19, 2024, the Company extended the period of which it is able to consummate an initial business combination by a period of three months, or until June 22, 2024 (the “Initial Extension”). In connection with the Initial Extension, the Company’s sponsor ~~deposited~~ deposited an aggregate of $542,100 into the Company’s Trust Account, in return for a convertible note (the “Extension Note”), included in the convertible note – related party balance as of ~~March~~June 3130, 2025 (see Note 5). If the Company does not consummate a business combination, the Extension Note will not be repaid and all amounts owed under the Extension Note will be forgiven except to ~~the~~ the extent that there are funds available to the Company outside of the Trust Account. The Initial Extension was the first of the two three-month Extensions permitted under the Company’s governing documents.

2024 Special Meeting of the Stockholders

On ~~June~~ June 18, 2024, the Company convened a special meeting of stockholders (the “2024 Special Meeting”), at which the Company’s stockholders approved the amendment to the Company’s Charter to provide the Company’s board of directors with the right to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 (the “Extension”) (the “2024 Extension Amendment Proposal”). The Company also entered into an amendment (the “2024 Trust Amendment” and together with the 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement. The Trust Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2024 to June 22, 2025 by depositing into the Trust Account, for each one-month extension, $75,000 (the “Extension Payment”).

In ~~connection~~ connection with the 2024 Charter Amendment Proposals, the holders of the Company’s public shares were given the opportunity to redeem their public shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 2,752,307 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, ~~approximately~~ approximately $30.2 million (approximately $10.97 per share) were removed from the Company’s Trust Account to pay such redeeming stockholders.

On June 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until July 22, 2024 (the “First 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On July 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until August 22, 2024 (the “Second 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On August 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until September 22, 2024 (the “Third 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On September 18, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until October 22, 2024 (the “Fourth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.7

7On September 18, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until October 22, 2024 (the “Fourth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On October 17, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until November 22, 2024 (the “Fifth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On November 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the “Sixth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On December 20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until January 22, 2025 (the “Seventh 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On January 16, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until February 22, 2025 (the “First 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On February 20, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until March 22, 2025 (the “Second 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On March 20, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until April 22, 2025 (the “Third 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On April 21, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until May 22, 2025 (the “Fourth 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On May 19, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until June 22, 2025 (the “Fifth 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

~~If the Company is unable to complete an initial business combination by June 22,~~ 2025~~, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as~~ ~~promptly~~Special asMeeting ~~reasonably possible, but not more than ten business days thereafter, redeem the shares~~ of ~~Class A common stock subject to possible redemption, 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 (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Stockholders

~~The Company’s~~On ~~Initial~~June ~~Stockholders~~27, ~~agreed~~2025, tothe ~~waive~~Company ~~their~~convened ~~rights~~a tospecial ~~liquidating~~meeting ~~distributions~~of ~~from~~stockholders (the ~~Trust~~“2025 ~~Account~~Special ~~with~~Meeting”), ~~respect~~at towhich ~~any~~the ~~Class B common~~Company’s ~~stock~~stockholders ~~held~~approved bythe ~~them~~amendment ifto the Company’s ~~fails~~Charter to ~~complete~~provide ~~its~~the ~~initial~~Company’s ~~business~~board ~~combination~~of ~~within~~directors with the ~~Combination~~right ~~Period.~~to extend ~~However, if~~ the ~~Initial Stockholders~~Combination ~~acquire~~Period ~~public~~up ~~shares~~to inan oradditional ~~after~~twelve ~~the~~(12) ~~IPO~~times ~~date,~~for ~~they~~one ~~will~~(1) bemonth ~~entitled~~each totime ~~liquidating distributions~~ from ~~the~~June ~~Trust~~22, ~~Account with~~2025 ~~respect~~ to ~~such~~June ~~public~~22, ~~shares~~2026 if (the “2025 ~~Company~~Extension”) ~~fails to complete a business combination within~~ (the ~~prescribed~~“2025 ~~time~~Extension ~~frame~~Amendment Proposal”). The ~~underwriter has~~Company ~~agreed~~also toentered ~~waive~~into ~~their~~an ~~rights~~amendment ~~to their deferred underwriting commission~~ (~~see Note 6) held in~~ the “2025 Trust ~~Account~~Amendment” inand ~~the~~together ~~event~~with the ~~Company does~~2025 ~~not~~Extension ~~complete~~Amendment aProposal, ~~business combination within~~ the ~~Combination~~“2025 ~~Period,~~Charter ~~and,~~Amendment inProposals”) to ~~such~~the ~~event,~~Trust ~~such~~Agreement. ~~amounts~~The ~~will~~Trust beAmendment ~~included~~allows ~~with~~ the ~~other funds~~Company ~~held~~to inextend the ~~Trust~~Combination ~~Account~~Period ~~that~~up ~~will be available~~ to ~~fund~~an ~~the~~additional ~~redemption~~twelve of(12) ~~the~~times for ~~public~~one ~~shares.~~(1) Inmonth ~~the~~each ~~event~~time offrom ~~such~~June ~~distribution~~22, it is2025 ~~possible~~to ~~that~~June ~~the~~22, ~~per~~2026 ~~share~~by ~~value~~depositing ofinto the ~~assets~~Trust ~~remaining~~Account, ~~available~~ for ~~distribution~~each ~~will~~one-month beextension, ~~less than~~ $75,000 (the ~~IPO~~“Extension ~~price per Unit ($10.00~~Payment”).

8In connection with the 2025 Charter Amendment Proposals, the holders of the Company’s public shares were given the opportunity to redeem their public shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 1,708,386 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $19.9 million (approximately $11.62 per share) of funds were restricted for payment to the redeeming shareholders. As of June 30, 2025, the redemption payment had yet to occur, and as such, the $19.9 million restricted for the redeeming shareholders has been presented as Restricted cash – held in trust account on the Company’s unaudited condensed balance sheet. During August of 2025, the Company remitted payment to the redeeming stockholders in the amount of $19.9 million.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.30 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.8

~~Merger~~On ~~Agreement~~June 18, 2025, prior to the 2025 Special Meeting but ratified as part of the 2025 Special Meeting, the Company provided funds to further extend the period it has to consummate an initial business combination by a period of one month, or until July 22, 2025 (the “Sixth 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On July ~~December 17~~15, ~~2024~~ 2025, the Company ~~entered~~further ~~into~~extended the ~~Merger~~period ~~Agreement~~it ~~with~~has ~~Xiaoyu~~to ~~Dida,~~consummate ~~Xiaoyu~~an ~~Dida~~initial ~~Merger~~business ~~Sub,~~combination ~~Inc.,~~by a ~~Delaware~~period ~~corporation and a wholly-owned subsidiary~~ of ~~Xiaoyu~~one ~~Dida (“Merger Sub 1”)~~month, or ~~and~~until ~~Xiaoyu~~August ~~Dida (USA) Company~~22, ~~Inc.,~~2025 ~~a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida~~ (the “~~Merger~~Seventh ~~Sub~~2025 2Monthly Extension”). ~~Upon~~In ~~the~~connection ~~closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub 1, will be merged~~ with ~~and into~~ the ~~Company~~one-month ~~(“Merger 1”)~~extension, ~~with~~ the Company ~~being the surviving company and becoming~~’s aSponsor ~~wholly-owned~~deposited ~~subsidiary of Xiaoyu Dida; and (ii) immediately following the consummation of Merger 1~~$75,000 ~~the Merger 1 Surviving Corporation will be merged with and~~ into ~~Merger Sub 2 (“Merger 2” and, collectively with Merger 1,~~ the ~~“Mergers”),~~Company’s ~~with~~Trust ~~Merger Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida~~Account.

~~Immediately~~On ~~prior~~August to19, ~~the~~2025, ~~Merger 1 Effective Time (as defined in~~ the ~~Merger~~Company ~~Agreement):~~further ~~(i)~~extended ~~each share of~~ the ~~Company’s~~period ~~Class~~it Bhas ~~common~~to ~~stock shall~~consummate bean ~~automatically~~initial ~~converted~~business ~~into~~combination ~~one~~by ~~share~~a ofperiod ~~the Company’s Class A common stock in accordance with the terms~~ of ~~the~~one ~~Company’s~~month, ~~Certificate~~or ofuntil ~~Incorporation~~September ~~(such automatic conversion~~22, 2025 (the “~~Company~~Eighth ~~Class~~2025 BMonthly ~~Conversion~~Extension”). ~~and~~In ~~each~~connection ~~share of Class B common stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter cease to have any rights~~ with ~~respect~~the toone-month ~~such shares; and (ii) each Unit~~extension, ~~which consists of one share of Class A common stock and one redeemable Public Warrant issued by~~ the Company’s Sponsor todeposited ~~purchase shares of Class A common stock at a price of~~ $~~11.50 per~~75,000 ~~whole~~into ~~share outstanding immediately prior to~~ the ~~Merger~~Company’s 1Trust Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the “Unit Separation”)Account.

~~Immediately~~If ~~after~~the ~~giving~~Company ~~effect~~is unable to ~~the~~complete ~~Unit~~an ~~Separation~~initial ~~and~~business ~~the~~combination ~~Four~~by ~~Leaf~~September ~~Class~~22, B2025 ~~Conversion~~(or June 22, at2026 if the ~~Merger~~additional 1extensions ~~Effective~~are ~~Time,~~afforded ~~each~~to ~~share~~the Company under the terms of ~~Class~~the ~~A common~~2025 ~~stock~~Extension), ~~issued~~the ~~and~~Company ~~outstanding~~will: ~~immediately~~(i) cease all ~~prior~~operations toexcept for the ~~Merger~~purpose 1of ~~Effective~~winding ~~Time~~up; (~~other~~ii) as promptly as reasonably possible, but not more than ~~any~~ten business days thereafter, redeem the shares of Class A common stock ~~held~~subject to possible redemption, at a per-share price, payable in cash, equal byto the ~~Company~~aggregate asamount ~~treasury~~then ~~stock~~on ~~and~~deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A common stock, ~~subject~~which to redemption) ~~shall~~will ~~automatically~~completely beextinguish ~~cancelled~~public instockholders’ ~~exchange~~rights as stockholders ~~for~~(including the right to receive further liquidating distributions, ~~upon~~if ~~delivery~~any); ofand ~~the~~(iii) as ~~applicable~~promptly ~~letter~~as ofreasonably ~~transmittal~~possible ~~(if~~following such ~~any)~~redemption, ~~one~~subject ~~Class~~to Athe ~~ordinary~~approval ~~share,~~of ~~par~~the ~~value~~remaining stockholders and the board of ~~$0.00005 per share~~directors, ofliquidate ~~Xiaoyu~~and ~~Dida~~dissolve, (subject in each case to the ~~“Xiaoyu~~Company’s ~~Dida~~obligations ~~Class~~under ADelaware ~~Ordinary~~law ~~Shares”)~~to (provide for claims of creditors and the ~~“Merger~~requirements ~~Consideration”)~~of other applicable law.

~~At the Merger~~The 1Company’s ~~Effective~~Initial ~~Time,~~Stockholders ~~each~~agreed ~~Warrant~~to ~~outstanding~~waive ~~immediately~~their ~~prior~~rights to ~~the~~liquidating ~~Merger~~distributions 1from ~~Effective~~the ~~Time~~Trust ~~shall~~Account ~~cease to be a warrant~~ with respect to ~~the~~any Class AB common stock ~~and~~held ~~shall be assumed~~ by ~~Xiaoyu~~them ~~Dida~~if ~~and~~the ~~converted~~Company ~~into~~fails ato ~~Warrant~~complete toits ~~purchase~~initial ~~one~~business ~~Xiaoyu~~combination ~~Dida~~within ~~Class~~the ACombination ~~Ordinary~~Period. ~~Share (each~~However, aif ~~“Xiaoyu~~the ~~Dida~~Initial ~~Warrant”)~~Stockholders ~~pursuant~~acquire topublic ~~the~~shares ~~terms~~in ofor aafter ~~warrant~~the ~~assignment~~IPO date, ~~assumption~~they ~~and~~will ~~amendment~~be ~~agreement~~entitled to be ~~entered~~liquidating ~~into~~distributions from ~~between~~ the ~~Company,~~Trust ~~Xiaoyu~~Account ~~Dida~~with ~~and~~respect ~~CST~~to ~~(the~~such ~~“Warrant~~public ~~Assumption~~shares ~~Agreement”).~~if ~~Each~~the ~~Xiaoyu~~Company ~~Dida~~fails ~~Warrant shall continue~~ to ~~have~~complete ~~and~~a bebusiness ~~subject~~combination towithin ~~substantially~~ the ~~same~~prescribed time ~~terms~~frame. asThe ~~were~~underwriter ~~applicable~~has agreed to ~~the~~waive ~~Company’s~~their ~~Warrants~~rights into ~~effect~~their ~~immediately prior~~deferred tounderwriting ~~the~~commission ~~Merger~~(see 1Note ~~Effective~~6) ~~Time~~held ~~under~~in the ~~terms~~Trust Account ofin ~~that~~the ~~certain~~event ~~Warrant~~the ~~Agreement,~~Company ~~dated~~does ~~March 16,~~not ~~2023,~~complete bya ~~and~~business ~~between~~combination within the ~~Company~~ ~~and~~Combination ~~CST~~Period, asand, ~~warrant~~in ~~agent~~such ~~(including~~event, ~~any~~such ~~repurchase~~amounts will ~~rights~~be ~~and~~included ~~cashless~~with ~~exercise~~the ~~provisions).~~other Atfunds orheld ~~prior~~in to the ~~Merger~~Trust 1Account ~~Effective Time,~~that ~~Xiaoyu~~will ~~Dida~~be ~~shall~~available ~~take all corporate action necessary~~ to ~~reserve~~fund ~~for~~the ~~future~~redemption ~~issuance,~~of ~~and~~the ~~shall~~public ~~maintain~~shares. ~~such reservation for so~~In ~~long~~the asevent ~~any~~ of ~~the~~such ~~Xiaoyu~~distribution, ~~Dida~~it ~~Warrants~~is ~~remain~~possible ~~outstanding,~~that athe ~~sufficient~~per ~~number~~share value of ~~Xiaoyu~~the ~~Dida~~assets ~~Class~~remaining Aavailable ~~Ordinary~~for ~~Shares~~distribution ~~for~~will ~~delivery~~be ~~upon~~less ~~the~~than ~~exercise of Xiaoyu Dida Warrants after~~ the ~~Merger~~IPO 1price ~~Effective~~per ~~Time~~Unit ($10.00).

9In order to protect the amounts held in the Trust Account, the Sponsor has agreed to 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.30 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The parties to the Merger Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Merger Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Xiaoyu Dida, the Company and their respective subsidiaries during the period between execution of the Merger Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Merger Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Mergers.9

~~Under the~~ Merger ~~Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary~~ closing conditions of the respective parties, including, without limitation: (i) receipt of the Company’s stockholder approval and Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement), shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq; (viii) solely with respect to the Company (A) the representations and warranties of Xiaoyu Dida being true and correct to applicable standards in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix) solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the effective resignations of certain directors and executive officers of the Company. The Merger Agreement does not include a minimum cash condition. Because the parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other, conditions, there is no guarantee that the Merger will be consummated.

~~The~~On December 17, 2024, the Company entered into the Merger Agreement with Xiaoyu Dida, Xiaoyu Dida Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 1”), and Xiaoyu Dida (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 2”). Upon the closing of the transactions contemplated by the Merger Agreement, ~~may~~(i) Merger Sub 1, will be ~~terminated~~merged ~~under~~with ~~certain~~and ~~customary~~into the Company (“Merger 1”), with the Company being the surviving company and ~~limited~~becoming ~~circumstances~~a atwholly-owned ~~any~~subsidiary ~~time~~of ~~prior~~Xiaoyu toDida; and (ii) immediately following the ~~Effective~~consummation ~~Time~~of asMerger ~~follows:~~1, the Merger 1 Surviving Corporation will be merged with and into Merger Sub 2 (“Merger 2” and, collectively with Merger 1, the “Mergers”), with Merger Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida.

Immediately prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) byeach ~~mutual~~share ~~written~~of ~~consent~~the Company’s Class B common stock shall be automatically converted into one share of the Company’s Class A common stock in accordance with the terms of the Company’s Certificate of Incorporation (such automatic conversion, the “Company Class B Conversion”) and ~~Xiaoyu~~each ~~Dida~~share of Class B common stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $11.50 per whole share outstanding immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the “Unit Separation”).

~~(ii)~~Immediately after bygiving ~~either~~effect to the ~~Company~~Unit orSeparation ~~Xiaoyu~~and ~~Dida~~the ifconversion ~~the~~of ~~Closing~~Four isLeaf’s ~~not~~Class ~~consummated~~B oncommon orstock ~~before~~into ~~December~~one 31share of Four Leaf’s Class A common Stock, ~~2025~~at (the ~~“Outside~~Merger ~~Date”)~~1 Effective Time, ~~provided~~each ~~that~~share ~~the~~of ~~failure~~Class toA ~~consummate~~common ~~the~~stock ~~Closing~~issued byand outstanding immediately prior to the ~~Outside~~Merger ~~Date~~1 isEffective ~~not~~Time ~~due~~(other tothan aany ~~material~~shares ~~breach~~of Class A common stock held by the ~~party~~Company ~~seeking~~as totreasury ~~terminate~~stock and ~~which~~any ~~such~~shares ~~breach~~of isClass A ~~the~~common ~~proximate~~stock ~~cause~~subject to redemption) shall automatically be cancelled in exchange for the ~~conditions~~right to ~~close~~receive, ~~not~~upon ~~being~~delivery ~~satisfied;~~of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $0.00005 per share, of Xiaoyu Dida (the “Xiaoyu Dida Class A Ordinary Shares”) (the “Merger Consideration”).

At the Merger 1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary Share (~~iii~~each, a “Xiaoyu Dida Warrant”) bypursuant ~~either~~to the ~~Company~~terms orof a warrant assignment, assumption and amendment agreement to be entered into between the Company, Xiaoyu Dida ifand CST (the ~~other~~“Warrant ~~party~~Assumption ~~has~~Agreement”). ~~breached~~Each ~~any~~Xiaoyu ofDida Warrant ~~its~~shall ~~covenants~~continue orto ~~representations~~have and ~~warranties~~be ~~such~~subject ~~that~~to ~~closing~~substantially ~~conditions~~the ~~would~~same ~~not~~terms beas ~~satisfied~~were atapplicable to the ~~Closing~~Company’s ~~(subject~~Warrants in effect immediately prior to athe ~~30-days~~Merger ~~cure~~1 ~~period~~Effective ~~for~~Time ~~breaches~~under the terms of that ~~are~~certain ~~curable)~~Warrant Agreement, ~~provided~~dated ~~that~~March 16, ~~such~~2023, ~~right~~by and between the Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to ~~terminate~~the Merger ~~will~~1 ~~not~~Effective beTime, ~~available~~Xiaoyu Dida shall take all corporate action necessary to ~~either~~reserve ~~party~~for iffuture itissuance, ~~has~~and ~~breached~~shall inmaintain such reservation for so long as any ~~material~~of ~~respect~~the ~~its~~Xiaoyu ~~obligations~~Dida ~~set~~Warrants ~~forth~~remain inoutstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon the exercise of Xiaoyu Dida Warrants after the Merger ~~Agreement;~~1 Effective Time.

~~(iv)~~The parties byto ~~either~~ the ~~Company~~Merger orAgreement ~~Xiaoyu~~have ~~Dida~~agreed ifto ~~any~~customary ~~Order~~representations ~~(as~~and ~~defined~~warranties infor transactions of this type. In addition, the parties to the Merger Agreement) ~~having~~agreed ~~the~~to ~~effect~~be bound by certain customary covenants for transactions of ~~prohibiting~~this ortype, ~~preventing~~including, among others, covenants with respect to the ~~consummation~~conduct of Xiaoyu Dida, the ~~Closing~~Company ~~shall~~and their berespective insubsidiaries ~~effect~~during ~~and~~the ~~shall~~period ~~have~~between ~~become~~execution ~~final~~of the Merger Agreement and ~~non-appealable;~~Closing. ~~provided~~The representations, ~~however~~warranties, agreements ~~that~~and covenants of the ~~right~~parties toset ~~terminate~~forth ~~this~~in ~~shall~~the ~~not~~Merger beAgreement ~~available~~will toterminate aat ~~party~~Closing, ifexcept ~~such~~for ~~Order~~those ~~was~~covenants ~~due~~and toagreements that, ~~such~~by ~~party’s~~their ~~breach~~terms, contemplate performance after Closing. Each of orthe ~~failure~~parties to ~~perform~~the ~~any~~Merger ofAgreement has agreed to use its ~~representations,~~reasonable best ~~warranties,~~efforts ~~covenants~~to take or ~~agreements~~cause ~~set~~to ~~forth~~be intaken ~~the~~all ~~Merger~~actions ~~Agreement;~~and things necessary to consummate and expeditiously implement the Mergers.

Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (vi) byreceipt ~~either~~of the Company’s orstockholder approval and Xiaoyu Dida ifstockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice ~~has~~(as ~~not~~defined in the Merger Agreement), shall have been made or obtained; by(v) the ~~Outside~~effectiveness ~~Date~~of the Registration Statement under the Securities Act; (vi) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed or having been approved for listing on Nasdaq; (viii) solely with respect to the Company (A) the representations and warranties of Xiaoyu Dida being true and correct to applicable standards in the Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix) solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the effective resignations of certain directors and executive officers of the Company. The Merger Agreement does not include a minimum cash condition. Because the parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other, conditions, there is no guarantee that the Merger will be consummated.

(vi) by either Company or Xiaoyu Dida if Company stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment or postponement thereof; or10

10The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Effective Time as follows:

(~~vii~~i) by ~~the~~mutual ~~Company~~written ifconsent ~~Xiaoyu Dida shareholder approval shall not have been obtained by reason~~ of the ~~failure~~Company toand ~~obtain~~Xiaoyu ~~the required vote at the general meeting duly convened therefor or at any adjournment or postponement thereof.~~Dida;

If(ii) by either the ~~Merger Agreement~~Company or Xiaoyu Dida if the Closing is ~~validly~~not ~~terminated~~consummated on or before December 31, ~~none~~2025 of(the “Outside Date”), provided that the ~~parties~~failure to consummate the ~~Merger~~Closing ~~Agreement~~by ~~will~~the ~~have~~Outside ~~any~~Date ~~liability~~is ornot ~~further~~due ~~obligation~~to ~~under~~a material breach by the ~~Merger Agreement.~~party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;

~~Notices from~~(iii) by either the ~~Nasdaq~~Company ~~Stock~~or ~~Market~~Xiaoyu Dida if the other party has breached any of its covenants or representations and warranties such that closing conditions would not be satisfied at the Closing (subject to a 30-days cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement;

On(iv) ~~September~~by ~~24,~~either ~~2024,~~ the Company ~~received~~or aXiaoyu ~~letter~~Dida ~~(the~~if ~~“September~~any ~~Notice”)~~Order ~~from the Listing Qualifications Department of The Nasdaq Stock Market LLC~~ (~~“Nasdaq”)~~as ~~informing~~defined ~~the~~in ~~Company that, for~~ the ~~last~~Merger 36Agreement) ~~consecutive~~having ~~business days,~~ the ~~Market~~effect ~~Value~~ of ~~Listed~~prohibiting ~~Securities (“MVLS”)~~or ~~for~~preventing the ~~Company~~consummation ~~was~~of ~~below~~ the ~~$35~~Closing ~~million~~shall ~~minimum~~be ~~MVLS~~in ~~requirement~~effect ~~for~~and ~~continued~~shall ~~listing~~have onbecome ~~the~~final ~~Nasdaq~~and ~~Capital~~non-appealable; ~~Market under~~provided, ~~Nasdaq~~however, ~~Listing~~that ~~Rule 5550(b)(2) (~~the ~~“MVLS~~right ~~Rule”).~~to ~~The~~terminate ~~September~~this ~~Notice~~shall isnot abe ~~notification~~available ofto ~~deficiency, not~~ a ~~notice of~~party ~~imminent~~if ~~delisting,~~such ~~and~~Order ~~has~~was nodue ~~current~~to ~~effect~~such ~~on the listing or trading of the Company~~party’s ~~securities.~~breach Inof ~~accordance~~or ~~with~~failure ~~Nasdaq Listing~~to ~~Rule~~perform ~~5810(c)(3)(C),~~any ~~the~~of ~~Company~~its ~~will have 180 calendar days~~representations, ~~or until March 24~~warranties, ~~2025~~covenants ~~(the~~or ~~“Compliance~~agreements ~~Period”),~~set ~~to regain~~forth ~~compliance~~in ~~with~~ the ~~MVLS~~Merger ~~Rule.~~Agreement;

~~On November 21, 2024, the Company received a letter~~ (~~the “November Notice”~~v) ~~from~~by ~~the~~either ~~Nasdaq indicating that~~ the Company ~~remains~~or inXiaoyu ~~non-compliance with~~Dida ~~the~~if ~~timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with~~ the ~~Securities~~CSRC ~~and~~Filing ~~Exchange Commission. The November~~ Notice has nonot ~~immediate~~been ~~effect~~obtained onby the ~~listing or~~Outside ~~trading of the Company’s common stock. The Company filed the delinquent Form 10-Q on January 15, 2025.~~Date;

~~On April 8, 2025, the Company received written notice~~ (~~the “Delisting Letter”~~vi) ~~from~~by ~~Nasdaq~~either ~~informing the~~ Company ~~that~~or itXiaoyu ~~has~~Dida ~~not~~if ~~regained compliance with Nasdaq Listing Rule 5550(b)(2) for the MVLS within the Compliance Period in accordance with Nasdaq Listing Rule 5810(c)(3)(C). Accordingly, unless the~~ Company ~~requests~~stockholder anapproval ~~appeal~~shall ofnot ~~this~~have ~~determination,~~been ~~the~~obtained ~~Company’s~~by ~~securities~~reason ~~will be delisted from The Nasdaq Capital Market, trading~~ of the ~~Company’s~~failure ~~Common~~to ~~Stock~~obtain ~~would be suspended at~~ the ~~opening~~required ofvote ~~business~~upon ~~on April 17, 2025, and~~ a ~~Form~~vote ~~25-NSE~~held ~~would~~at ~~be filed with~~ the ~~Securities~~special ~~and~~meeting ~~Exchange~~or ~~Commission,~~any ~~which~~adjournment ~~would~~or ~~remove~~postponement ~~the~~thereof; Company’s securities from listing and registration on The Nasdaq Stock Market. The Company filed an appeal to such determinations pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The appeal hearing is scheduled to take place on May 20, 2025.or

On April 17, 2025, the Company received another notice from the staff of the Nasdaq Listing Qualifications department of Nasdaq stating that the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 (~~the “Form 10-K”~~vii), ~~serves~~by ~~a basis for delisting~~ the Company’s ~~securities~~if ~~from~~Xiaoyu ~~Nasdaq.~~Dida ~~Accordingly,~~shareholder ~~unless~~approval ~~the~~shall ~~Company~~not ~~timely~~have ~~requests~~been anobtained ~~appeal~~by ofreason ~~this determination, the Company’s securities will be delisted from The Nasdaq Capital Market, trading~~ of the ~~Company’s~~failure ~~Common~~to ~~Stock~~obtain ~~will be suspended and a Form 25-NSE will be filed with~~ the ~~Securities~~required ~~and~~vote ~~Exchange~~at ~~Commission, which will remove~~ the ~~Company’s~~general ~~securities~~meeting ~~from~~duly ~~listing and~~convened ~~registration~~therefor onor ~~The~~at ~~Nasdaq~~any ~~Stock~~adjournment ~~Market.~~or ~~The~~postponement ~~Company filed the delinquent Form 10-K on April 30, 2025~~thereof.

~~On April 21, 2025,~~ If the ~~Company~~Merger ~~received~~Agreement ~~another notice~~is ~~from~~validly ~~Nasdaq~~terminated, ~~which~~none ~~notified~~of the ~~Company~~parties ~~that its failure~~ to ~~pay certain fees required by Listing Rule 5250(f) serves an additional basis for delisting~~ the ~~Company’s~~Merger ~~securities~~Agreement ~~from~~will ~~Nasdaq~~have ~~unless~~any ~~the~~liability ~~Company~~or ~~appeals~~further ~~this determination. The Company subsequently~~obligation ~~issued~~under ~~payment for~~ the ~~fees~~Merger ~~outstanding with Nasdaq~~Agreement.

11Notices from the Nasdaq Stock Market

~~Going~~On ~~Concern~~September ~~Consideration~~24, 2024, the Company received a letter (the “September Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that, for the last 36 consecutive business days, the Market Value of Listed Securities (“MVLS”) for the Company was below the $35 million minimum MVLS requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). The September Notice is a notification of deficiency, not a notice of imminent delisting, and has no current effect on the listing or trading of the Company’s securities. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had 180 calendar days, or until March 24, 2025 (the “Compliance Period”), to regain compliance with the MVLS Rule.

The $1,264 held outside of the Trust Account will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these unaudited condensed financial statements, assuming that a business combination is not consummated during that time. Giving effect to the 2024 Charter Amendment Proposals discussed above, the Company has until June 22, 2025 to complete an initial business combination, subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by June 22, 2025, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor 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, to meet the Company’s working capital needs and provide for the required monthly extension Trust Account deposits. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.11

~~The Company~~On ~~believes~~November ~~that~~21, ~~the~~2024, ~~proceeds raised in~~ the ~~initial~~Company ~~public~~received ~~offering~~a ~~and~~letter (the ~~funds~~“November ~~potentially~~Notice”) ~~available~~ from ~~loans from~~ the ~~Sponsor~~Nasdaq orindicating ~~any of~~that ~~their affiliates will be sufficient to allow~~ the Company ~~to meet the expenditures required for its activities until a business combination~~remains isin ~~complete.~~non-compliance ~~However,~~with if the ~~estimate~~timely offiling ~~the~~requirement ~~costs~~for ofcontinued ~~identifying~~listing aunder ~~target~~Nasdaq ~~business,~~Listing ~~undertaking~~Rule ~~in-depth~~5250(c)(1), ~~due~~which ~~diligence~~requires ~~and negotiating~~listed acompanies ~~business combination are less than the actual amount necessary~~ to dotimely ~~so,~~file ~~the~~all ~~Company~~required ~~may~~periodic ~~have~~reports ~~insufficient~~with ~~funds available to operate its business through~~ the ~~initial~~Securities ~~business~~and ~~combination~~Exchange Commission. ~~Moreover,~~The ~~the~~November ~~Company~~Notice ~~may~~has ~~need~~no toimmediate effect ~~obtain~~on ~~additional financing either to complete~~ the ~~business~~listing ~~combination~~ or ~~because~~trading ~~the Company becomes obligated to redeem a significant number~~ of ~~public shares upon completion of~~ the ~~business~~ ~~combination,~~Company’s incommon ~~which~~stock. ~~case~~The ~~the~~ Company ~~may~~filed ~~issue~~the ~~additional~~delinquent ~~securities~~Form or10-Q ~~incur~~on ~~debt~~January in15, ~~connection with such business combination~~2025.

~~Management~~On ~~has~~April ~~determined~~8, 2025, the Company received written notice (the “Delisting Letter”) from Nasdaq informing the Company that it has not regained compliance with Nasdaq Listing Rule 5550(b)(2) for the ~~liquidity~~MVLS ~~condition~~within the Compliance Period in accordance with Nasdaq Listing Rule 5810(c)(3)(C). Accordingly, ~~potential~~unless ~~mandatory~~the ~~liquidation~~Company ~~and~~requests ~~subsequent~~an ~~dissolution~~appeal ~~raise~~of ~~substantial~~this ~~doubt~~determination, ~~about~~the Company’s securities would have been delisted from The Nasdaq Capital Market, trading of the Company’s ~~ability~~Common toStock ~~continue~~would asbe suspended at the opening of business on April 17, 2025, and a ~~going~~Form ~~concern.~~25-NSE ~~These~~would ~~unaudited~~be ~~condensed~~filed ~~financial~~with ~~statements~~the doSecurities ~~not~~and ~~include~~Exchange ~~any~~Commission, ~~adjustments~~which would remove the Company’s ~~relating~~securities from listing and registration on The Nasdaq Stock Market. The Company filed an appeal to ~~the~~such ~~recovery~~determinations ofpursuant to the procedures ~~recorded~~set ~~assets~~forth orin the ~~classification~~Nasdaq ofListing ~~the~~Rule ~~liabilities~~5800 ~~that~~Series ~~might~~to bestay ~~necessary~~the ~~should~~suspension of the Company’s besecurities and the filing of ~~unable~~the toForm ~~continue~~25-NSE aspending athe ~~going~~Nasdaq ~~concern~~Hearings Panel’s (the “Panel”) decision.

~~Risks~~On April 17, 2025, the Company received another notice from the staff of the Nasdaq Listing Qualifications department of Nasdaq stating that the Company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”), serves a basis for delisting the Company’s securities from Nasdaq. Accordingly, unless the Company timely requests an appeal of this determination, the Company’s securities will be delisted from The Nasdaq Capital Market, trading of the Company’s Common Stock will be suspended and ~~Uncertainties~~a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. The Company filed the delinquent Form 10-K on April 30, 2025.

~~Results~~On ofApril ~~operations~~21, ~~and~~2025, the Company’s ~~ability~~received toanother ~~complete~~notice anfrom ~~initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets~~Nasdaq, ~~many of~~ which ~~are~~notified ~~beyond its control. The business could be impacted by various social and political circumstances in~~ the ~~U.S.~~Company ~~and~~that ~~around~~its ~~the~~failure ~~world~~to ~~(including~~pay ~~wars~~certain ~~and~~fees ~~other forms of conflict,~~required ~~and~~by ~~other~~Listing ~~uncertainties~~Rule regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics5250(f), ~~may~~serves ~~also~~an ~~contribute~~additional tobasis ~~increased~~for ~~market~~delisting ~~volatility and economic uncertainties or deterioration in~~ the U.S. and worldwide. More specifically, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs, including rising trade tensions between the United States and China, could have a material adverse effect on the Company’s ~~ability to~~securities ~~complete~~from aNasdaq ~~Business~~unless ~~Combination and~~ the ~~value of the~~ Company’s ~~securities. The Company cannot at~~ appeals this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combinationdetermination. The Company’s ~~unaudited condensed~~subsequently ~~financial~~issued ~~statements~~payment dofor ~~not include any adjustments that might result from~~ the ~~outcome~~fees ofoutstanding ~~these~~with ~~uncertainties~~Nasdaq.

~~Inflation~~On May 21, 2025, FORL, along with the relevant parties, presented its plan to regain compliance with the Panel at the appeal hearing. ~~Reduction~~On ~~Act~~June 6, 2025, the Nasdaq Hearings Panel notified FORL that it granted FORL’s request for continued listing on Nasdaq. Specifically, FORL now has 180 days from the date of ~~2022~~the delisting notice, or until October 3, 2025, to complete its initial business combination.

~~On August~~Going ~~16,~~Concern 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Consideration

The $9,804 held outside of the Trust Account will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these unaudited condensed financial statements, assuming that a business combination is not consummated during that time. Giving effect to the 2025 Charter Amendment Proposals discussed above, the Company has until September 22, 2025 to complete an initial business combination (or June 22, 2026 if the additional extensions are afforded to the Company under the terms of the 2025 Extension), subject to the Company making the required Trust Account deposits. If an initial business combination is not consummated by September 22, 2025 (or June 22, 2026 if the additional extensions are afforded to the Company under the terms of the 2025 Extension), there will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor 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, to meet the Company’s working capital needs and provide for the required monthly extension Trust Account deposits. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. 12

~~Because~~The ~~any~~Company ~~redemptions~~believes ~~of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions~~ that ~~take place after that date, including~~ the ~~redemption~~proceeds onraised ~~June 18, 2024~~ in ~~connection with~~ the ~~2024~~initial ~~Special~~public ~~Meeting, may~~offering beand ~~subject to~~ the ~~excise~~funds ~~tax.~~potentially ~~Whether~~available ~~and~~from toloans ~~what~~from ~~extent we would be subject to~~ the ~~excise~~Sponsor or ~~tax in connection with~~ any ~~such~~of ~~redemptions would~~their ~~depend~~affiliates onwill abe ~~number~~sufficient ofto ~~factors,~~allow ~~including (i)~~ the ~~fair~~Company ~~market~~to ~~value~~meet of the ~~such~~expenditures ~~redemptions,~~required ~~together~~for ~~with~~its ~~any~~activities ~~other~~until ~~redemptions~~a business orcombination ~~repurchases~~is wecomplete. ~~consummate in the same taxable year~~However, ~~(ii)~~if the ~~structure~~estimate of ~~any business combination and~~ the ~~taxable~~costs ~~year~~of inidentifying ~~which~~a ~~it occurs~~target ~~(including~~business, ~~redemptions~~undertaking in-depth ~~connection~~due ~~with~~diligence ~~the Special Meeting), (iii) the nature~~ and ~~amount of any equity issuances, in connection~~ ~~with~~negotiating a business combination orare ~~otherwise,~~less ~~issued~~than ~~within~~ the ~~same~~actual ~~taxable~~amount ~~year,~~necessary ~~(iv)~~to ~~whether~~do weso, ~~completely liquidate and dissolve within~~ the ~~taxable~~Company ~~year~~may ofhave ~~such~~insufficient ~~redemptions,~~funds ~~and~~available to ~~(v)~~operate ~~legal~~its ~~uncertainties~~business ~~regarding~~through ~~how~~ the ~~excise~~initial ~~tax~~business ~~applies~~combination. ~~to transactions like the Business Combination (and~~Moreover, ~~if applicable, a complete liquidation and dissolution of~~ the Company) ~~and~~may ~~the~~need ~~content~~to ofobtain ~~final~~additional ~~and~~financing ~~proposed regulations~~either ~~and~~to ~~further~~complete ~~guidance from~~ the ~~Treasury.~~business ~~The~~combination ~~foregoing~~or ~~could~~because ~~cause a reduction in~~ the ~~cash~~Company ~~available~~becomes onobligated ~~hand~~ to ~~complete~~redeem a ~~Business~~significant ~~Combination and~~number inof ~~our~~public ~~ability~~shares toupon ~~complete~~completion of athe ~~Business~~business ~~Combination.~~combination, ~~The proceeds placed~~ in ~~the~~which ~~trust~~case ~~account and~~ the ~~interest~~Company ~~earned thereon will not be used to pay for the excise tax that~~ may beissue ~~levied~~additional onsecurities ~~the~~or ~~Company~~incur debt in connection with such ~~redemptions. The Company further confirms~~business ~~that it will not utilize any funds from the trust account to pay any such excise tax~~combination.

~~On June~~Management ~~18,~~has ~~2024,~~determined that the ~~Company’s~~liquidity ~~stockholders redeemed 2~~condition,~~752,307~~ ~~Class~~potential Amandatory ~~common~~liquidation ~~stock~~and ~~shares~~subsequent ~~for~~dissolution araise ~~total~~substantial ofdoubt ~~$30,194,356. The Company evaluated~~about the ~~status~~Company’s ~~and~~ability ~~probability of the excise taxes becoming payable in relation~~ to ~~these~~continue ~~redemptions~~as ~~under the guidance in ASC 450, Contingencies, and determined that~~ a ~~contingent~~going ~~liability should be calculated and recorded~~concern. ~~For~~These ~~the~~unaudited ~~year~~condensed ~~ended~~financial ~~December~~statements ~~31,~~do ~~2024,~~not ~~the~~include ~~Company~~any ~~incurred~~adjustments ~~$301,944 excise~~relating ~~tax liability related~~ to the ~~June~~recovery ~~18,~~of ~~2024~~the ~~redemptions.~~recorded Noassets ~~such~~or ~~redemptions~~the ~~occurred~~classification ~~during~~of the ~~three~~liabilities ~~months~~that ~~ended March~~might ~~31,~~be ~~2025~~necessary orshould ~~2024.~~the ~~The~~Company ~~excise~~be unable ~~tax~~to ~~liability~~continue ~~totaled $301,944~~ as ofa ~~both~~going ~~March 31, 2025 and December 31, 2024~~concern.

~~Franchise~~Risks and ~~Income~~Uncertainties ~~Tax Withdrawals~~

~~During~~Results of operations and the Company’s ability to complete an initial business combination may be adversely affected by various factors ~~year~~that ~~ended~~could ~~December~~cause ~~31,~~economic ~~2024,~~uncertainty ~~the~~and ~~Company~~volatility ~~withdrew~~in $1the financial markets,~~031,029~~ many of ~~interest~~which ~~and~~are ~~dividend~~beyond ~~income~~its ~~earned~~control. The business could be impacted by various social and political circumstances in the ~~Trust~~U.S. ~~Account~~and ~~for~~around ~~payment~~ the world (including wars and other forms of ~~the~~conflict, and ~~Company’s~~other ~~franchise~~uncertainties regarding actual and ~~income~~potential ~~tax~~shifts ~~liabilities~~in the U.S. Asand offoreign, ~~March~~trade, 31economic and other policies with other countries, ~~2025~~terrorist acts, security operations and ~~December~~catastrophic 31events such as fires, ~~2024~~floods, ~~$126~~earthquakes,~~150~~ tornadoes, hurricanes and global ~~$99~~health epidemics),~~006~~ may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. More specifically, ~~respectively~~uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade ofpolicies and tariffs, including rising trade tensions between the ~~funds~~United ~~were~~States ~~inadvertently~~and ~~used~~China, ~~for~~could have a material adverse effect on the Company’s ~~payments~~ability to complete a Business Combination and the value of ~~general~~the ~~operating~~Company’s ~~expenses~~securities. The Company iscannot ~~expected~~at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to ~~replenish~~which ~~these~~they ~~amounts~~may negatively impact our business and our ability to complete an Initial Business Combination. The Company’s ~~via~~unaudited acondensed ~~Working~~financial ~~Capital~~statements ~~Loan~~do ~~from~~not ~~its~~include ~~Sponsor~~any oradjustments ~~another~~that ~~similar~~might ~~type~~result from the outcome of ~~financing~~these uncertainties.

~~NOTE~~Inflation 2Reduction -Act ~~SUMMARY~~of OF2022 ~~SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis~~On August 16, 2022, the Inflation Reduction Act of ~~Presentation~~2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

~~The accompanying~~On ~~unaudited~~December ~~condensed~~27, ~~financial~~2022, ~~statements~~the ~~have~~U.S. ~~been~~Department ~~prepared~~of inthe ~~accordance~~Treasury ~~with~~issued ~~accounting~~Notice ~~principles~~2023-2 ~~generally accepted in~~ (the ~~United States of America (~~“~~U.S. GAAP~~Notice”) ~~for~~as interim ~~financial~~guidance ~~information~~until ~~and~~publication of inforthcoming ~~accordance~~proposed ~~with~~regulations on the ~~instructions~~excise totax. ~~Form~~Although ~~10-Q~~the ~~and Article~~guidance 8in ofthe ~~Regulation~~Notice ~~S-X~~does ofnot ~~the~~constitute ~~SEC.~~proposed ~~Certain information~~ or ~~footnote~~final ~~disclosures normally included in financial statements prepared~~Treasury inregulations, ~~accordance~~taxpayers ~~with~~may ~~U.S.~~generally ~~GAAP~~rely ~~have~~upon ~~been~~the ~~condensed~~guidance orprovided ~~omitted,~~in ~~pursuant to~~ the ~~rules~~Notice ~~and~~until ~~regulations~~the issuance of the ~~SEC~~forthcoming ~~for~~proposed ~~interim financial reporting~~regulations. ~~Accordingly,~~Certain ~~they do not include all~~ of the ~~information~~forthcoming ~~and~~proposed ~~footnotes~~regulations ~~necessary~~(if ~~for~~issued) acould, ~~complete~~however, ~~presentation~~apply ofretroactively. ~~financial~~The ~~position,~~Notice ~~results of~~generally ~~operations,~~provides orthat ~~cash~~if a ~~flows.~~covered Incorporation ~~the~~completely ~~opinion~~liquidates ofand ~~management~~dissolves, ~~the~~distributions ~~accompanying~~in ~~unaudited~~such ~~condensed~~complete ~~financial~~liquidation ~~statements~~and ~~include~~other ~~all~~distributions ~~adjustments,~~by such ~~consisting~~covered ofcorporation ain ~~normal~~the ~~recurring~~same ~~nature,~~taxable ~~which~~year ~~are~~in ~~necessary~~which ~~for~~the afinal ~~fair~~distribution ~~presentation~~in ofcomplete ~~the~~liquidation ~~financial~~and ~~position,~~dissolution ~~operating~~is ~~results~~made ~~and~~are not ~~cash~~subject ~~flows~~to ~~for~~ the ~~periods~~excise ~~presented~~tax.

~~The~~Because any ~~accompanying~~redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, ~~unaudited~~the ~~condensed~~redemptions ~~financial~~that ~~statements~~take ~~should~~place beafter ~~read~~that date, including the redemption on June 18, 2024 in ~~conjunction~~connection with the ~~Company’s~~2024 ~~audited~~Special ~~financial~~Meeting, as ~~statements~~well ~~and~~as ~~notes~~the redemption on June 27, 2025 in connection with the 2025 Special Meeting, may be subject to the excise tax. Whether and ~~thereto~~to ~~for~~what extent we would be subject to the ~~year~~excise ~~ended~~tax ~~December~~in 31connection with any such redemptions would depend on a number of factors, ~~2024~~including (i) the fair market value of the such redemptions, ~~included~~together with any other redemptions or repurchases we consummate in the ~~Company’s~~same ~~Form~~taxable year, ~~10-K~~(ii) asthe ~~filed~~structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the ~~SEC~~nature onand ~~April~~amount 30of any equity issuances, ~~2025.~~in ~~The~~connection ~~interim~~with a business combination or otherwise, issued ~~results~~within ~~for~~the same taxable year, (iv) whether we completely liquidate and dissolve within the ~~three~~taxable ~~months~~year ~~ended~~of ~~March~~such 31redemptions, ~~2025~~and (v) legal uncertainties regarding how the excise tax applies to transactions like the Business Combination (and, ~~are~~if ~~not~~applicable, ~~necessarily~~a ~~indicative~~complete liquidation and dissolution of the ~~results~~Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination. The proceeds placed in the trust account and the interest earned thereon will not be ~~expected~~used to pay for the ~~year~~excise tax ~~ending~~that ~~December~~may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any ~~31,~~funds ~~2025,~~from orthe ~~for~~trust account to pay any ~~future~~such ~~periods~~excise tax.

~~Use~~On June 18, 2024, the Company’s stockholders redeemed 2,752,307 Class A common stock shares for a total of ~~Estimates~~ $30,194,356.

~~The preparation~~On ofJune 27, 2025, the ~~unaudited~~Company’s ~~condensed~~stockholders ~~financial~~exercised ~~statements~~their inrights ~~conformity~~to ~~with~~redeem U1,708,386 Class A common stock shares.S As a result, approximately $19.9 ~~GAAP~~million ~~requires~~(approximately ~~management~~$11.62 toper ~~make~~share) ~~estimates~~of ~~and~~funds ~~assumptions~~were ~~that affect~~restricted for payment to the ~~reported~~redeeming ~~amounts~~shareholders. As of June ~~assets~~30, ~~and~~2025, ~~liabilities~~the ~~and~~redemption ~~disclosure~~payment ofhad ~~contingent~~yet ~~assets~~to occur, and ~~liabilities~~as atsuch, the ~~date~~$19.9 ofmillion ~~the~~restricted ~~unaudited condensed~~for ~~financial~~the ~~statements.~~redeeming ~~Significant~~shareholders ~~assumptions~~has been ~~include~~presented ~~the~~as ~~excise~~Restricted ~~tax~~cash ~~liability~~– held in ~~connection~~trust ~~with~~account ~~redemption~~on ofthe ~~Class~~unaudited Acondensed ~~common stock~~balance ~~that~~sheet. ~~occurred~~During atAugust of 2025, the Company ~~2024~~remitted ~~Special~~payment ~~Meeting.~~to ~~Actual~~the ~~results~~redeeming ~~could~~stockholders ~~differ~~in ~~from~~the ~~those~~amount ~~estimates~~of $19.9 million.

~~Emerging~~The ~~Growth~~Company evaluated the status and probability of the excise taxes becoming payable in relation to these redemptions under the guidance in ASC 450, Contingencies, and determined that a contingent liability should be calculated and recorded. During the three and six months ended June 30, 2025, the Company accrued $198,569 of excise tax liability related to the June 27, 2025 redemptions. During the three and six months ended June 30, 2024, the Company accrued $301,944 of excise tax liability related to the June 18, 2024 redemptions. The excise tax liability totaled $500,512 and $301,944 as of June 30, 2025, and December 31, 2024, respectively.

~~The Company~~Franchise ~~is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”),~~ and itIncome ~~may~~Tax 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Withdrawals

~~Further,~~During ~~Section 102(b)(1) of~~ the ~~JOBS~~year ~~Act~~ended ~~exempts~~December ~~emerging~~31, ~~growth~~2024, ~~companies~~the ~~from~~Company ~~being~~withdrew ~~required to comply with new or revised financial accounting standards until private companies (that is~~$1,031,029 ~~those that have not had a Securities Act registration statement declared effective or do not have a class~~ of ~~securities~~interest ~~registered~~and ~~under~~dividend ~~the~~income ~~Exchange~~earned ~~Act)~~in ~~are required to comply with~~ the ~~new~~Trust orAccount ~~revised~~for ~~financial accounting standards.~~payment ~~The JOBS Act provides that a company can elect to opt out~~ of the ~~extended~~Company’s ~~transition~~franchise ~~period~~ and ~~comply~~income ~~with~~tax ~~the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable~~liabilities. ~~The~~As ~~Company has elected not to opt out~~ of ~~such~~June ~~extended transition~~30, ~~period~~2025 ~~which~~and ~~means~~December ~~that~~31, ~~when~~2024, a$117,610 ~~standard is issued or revised~~ and ~~it has different application dates for public or private companies~~$99, ~~the Company~~006, ~~as an emerging growth company~~respectively, of ~~can adopt~~ the ~~new~~funds orwere ~~revised~~inadvertently ~~standard~~used atfor the ~~time~~payments ~~private~~of ~~companies~~general ~~adopt~~operating ~~the new or revised standard~~expenses. ~~This~~The ~~may make comparison of the~~ Company’s ~~unaudited~~is ~~condensed~~expected ~~financial~~to ~~statements~~replenish ~~with~~these ~~another public company which is~~amounts ~~neither~~via ana ~~emerging~~Working ~~growth~~Capital ~~company~~Loan ~~nor~~from anits ~~emerging~~Sponsor ~~growth~~or ~~company~~another ~~which~~similar ~~has~~type ~~opted out~~ of ~~using the extended transition period, difficult or impossible because of the potential differences in accounting standards used~~financing.

~~Business~~During ~~Combination~~August ~~Costs~~of 2025, the Company withdrew an additional $271,346 of interest and dividend income earned in the Trust Account for payment of the Company’s franchise and income tax liabilities.

~~Costs incurred in relation to a potential Business~~NOTE ~~Combination~~2 ~~may~~- ~~include~~SUMMARY ~~legal,~~OF ~~accounting,~~SIGNIFICANT ~~and~~ACCOUNTING ~~other~~POLICIES ~~expenses. Any such costs are expensed as incurred. The Company incurred approximately $50,000 of Business Combination costs for the three months ended March 31, 2025.~~

~~Net Income~~Basis ~~(Loss)~~of ~~Per~~Presentation ~~Share~~

The ~~Company~~ ~~complies~~accompanying unaudited condensed financial statements have been prepared in accordance with accounting ~~and~~principles ~~disclosure~~generally ~~requirements~~accepted in ofthe ~~ASC~~United ~~260,~~States ~~Earnings~~of ~~Per~~America ~~Share~~ (“~~ASC~~U.S. ~~260~~GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. ~~Net~~Certain ~~income~~information ~~(loss)~~or footnote disclosures normally included in financial statements ~~per~~prepared ~~share~~in isaccordance ~~computed~~with byU.S. ~~dividing~~GAAP ~~net~~have ~~income~~been ~~(loss)~~condensed byor omitted, pursuant to the ~~weighted~~rules ~~average~~and ~~number~~regulations of ~~outstanding~~the ~~Class~~SEC Afor ~~common~~interim ~~stock~~financial reporting. Accordingly, they do not include all of the information and ~~Class~~footnotes Bnecessary ~~common~~for a complete presentation of financial position, ~~stock~~results ~~during~~of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The ~~Company’s~~ accompanying unaudited condensed financial statements ofshould ~~operations~~be ~~include~~read ain ~~presentation~~conjunction ofwith ~~net~~the ~~income~~Company’s ~~(loss)~~audited ~~per~~financial ~~share~~statements and ~~subject~~notes tothereto ~~redemption~~for inthe ayear ~~manner~~ended ~~similar to~~December ~~the~~31, ~~two-class~~2024, ~~method~~included ofin ~~income~~the ~~(loss)~~Company’s ~~per~~Form ~~share.~~10-K ~~With~~as ~~respect~~filed towith the ~~accretion~~SEC ofon ~~the~~April ~~Class~~30, 2025. AThe ~~common~~interim ~~stock~~results ~~subject~~for tothe ~~possible~~three ~~redemption~~ and ~~consistent~~six ~~with~~months ~~ASC~~ended ~~480-10-S99-3A~~June 30, ~~the~~2025, ~~Company~~are ~~deemed~~not ~~the~~necessarily ~~fair~~indicative ~~value~~ of the ~~Class~~results ~~A common stock subject~~ to ~~possible~~be ~~redemption to~~expected ~~approximate~~for the ~~contractual~~year ~~redemption~~ending ~~value~~December ~~and~~31, ~~as such~~2025, ~~the~~or ~~accretion~~for ~~has~~any nofuture ~~impact on the calculation of net income (loss) per share~~periods.

~~The Company’s~~Use ~~Public Warrants and Private Placement Warrants totaling 5,200,000 and 5,576,900, respectively, including from the conversion~~ of ~~the~~Estimates Working Capital Loans (see Notes 4 and 6) could, potentially, be exercised or converted into Class A common stock and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income (loss) per share as the contingencies associated with the warrants had not been satisfied as of the end of the reporting periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

AThe preparation ~~reconciliation~~of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~net~~assets ~~loss~~and ~~per~~liabilities ~~share~~and isdisclosure asof ~~follows~~contingent ~~for~~assets and liabilities at the ~~three~~date ~~months~~of ~~ended~~the ~~March~~unaudited condensed ~~31,~~financial statements. Significant estimates include the excise tax liability in connection with redemptions of Class A common stock that occurred at the 2025: Special Meeting and the 2024 Special Meeting. Actual results could differ from those estimates.

	Class A subject to possible redemption			Class A Perm			Class B
Allocation of undistributable loss	$	(38,759	)	$	(787	)	$	(19,683	)
Weighted average shares outstanding, basic and diluted		2,668,693			54,210			1,355,250
Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.01	)

Emerging Growth Company

AThe Company ~~reconciliation~~is an “emerging growth company”, as defined in Section 2(a) of ~~net~~the ~~income~~Securities Act, as modified by the Jumpstart Our ~~per~~Business ~~share~~Startups isAct asof ~~follows~~2012, ~~for~~(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 ~~three~~auditor ~~months~~attestation ~~ended~~requirements ~~March~~of 31Section 404 of the Sarbanes-Oxley Act of 2002, ~~2024:~~reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	103,652	$	1,037	$	25,913
Weighted average shares outstanding, basic and diluted		5,421,000		54,210		1,355,250
Basic and diluted net income per share	$	0.02	$	0.02	$	0.02

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed 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.

~~Marketable~~Business ~~Securities~~Combination ~~Held in Trust Account~~ Costs

~~On March~~Costs ~~31,~~incurred ~~2025, the assets held~~ in ~~the~~relation ~~Trust~~to ~~Account were substantially held in~~ a ~~treasury~~potential ~~trust~~Business ~~fund~~Combination ~~investing~~may ininclude ~~U.S.~~legal, ~~Treasury~~accounting, ~~Bills~~ and ~~U.S. Treasury~~other ~~Notes~~expenses. ~~These~~Any ~~securities~~such costs are ~~presented~~expensed as ~~on the unaudited condensed balance sheets at fair value at the end of each reporting period~~incurred. ~~Earnings~~ onThe ~~these~~Company ~~securities~~incurred ~~are~~approximately ~~included~~$50,000 ~~in dividend~~ and ~~interest~~$100,000 ~~income~~ in ~~the~~business ~~accompanying~~combination ~~unaudited~~costs ~~condensed~~for ~~statements~~the ofthree ~~operations~~ and ~~are~~six ~~automatically~~months ~~reinvested.~~ended June ~~The~~30, ~~fair~~2025, ~~value for these securities is determined using quoted market prices in active markets~~respectively.

~~Deferred~~Net ~~Credit~~Income (Loss) Per Share

~~During the~~The ~~three months ended March 31, 2025, the~~ Company ~~received~~complies ~~unconditional~~with accounting and ~~non-refundable~~disclosure ~~reimbursement~~requirements of ~~$50~~ASC 260,~~000~~ ~~for~~Earnings ~~certain~~Per ~~general and~~Share ~~administrative~~(“ASC ~~expenses incurred by the Company from Xiaoyu Dida~~260”). ~~The~~Net ~~Company accounts for the reimbursements received from Xiaoyu~~income ~~Dida~~(loss) asper ashare ~~deferred~~is ~~credit~~computed ~~associated~~by ~~with~~dividing anet ~~potential~~income ~~business~~(loss) ~~combination~~by in the ~~condensed~~weighted ~~balance~~average ~~sheets.~~number As of ~~March~~outstanding ~~31,~~Class ~~2025~~A common stock and ~~December~~Class ~~31,~~B ~~2024,~~common ~~the~~stock ~~deferred~~during ~~credit~~the ~~balance~~periods ~~was $241,250 and $191,250, respectively~~presented.

~~Fair~~The ~~Value~~Company’s unaudited condensed statements of ~~Financial~~operations ~~Instruments~~include a presentation of net income (loss) per share subject to redemption in a manner similar to the two-class method of income (loss) per share. With respect to the accretion of the Class A common stock subject to possible redemption and consistent with ASC 480-10-S99-3A, the Company deemed the fair value of the Class A common stock subject to possible redemption to approximate the contractual redemption value and as such, the accretion has no impact on the calculation of net income (loss) per share.

The ~~fair~~ ~~value~~Company’s Public Warrants and Private Placement Warrants totaling 5,200,000 and 5,576,900, respectively, including from the conversion of the ~~Company’s~~Working ~~assets~~Capital Loans (see Notes 4 and ~~liabilities~~6) could, ~~which~~potentially, ~~qualify~~be asexercised ~~financial~~or ~~instruments~~converted ~~under~~into ~~ASC~~Class ~~820,~~A ~~Fair~~common ~~Value~~stock ~~Measurement~~and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income ~~approximates~~(loss) per share as the ~~carrying~~contingencies ~~amounts~~associated ~~represented~~with inthe warrants had not been satisfied as of the ~~accompanying~~end ~~unaudited~~of ~~condensed~~the ~~balance~~reporting ~~sheets~~periods presented. As a result, ~~primarily~~diluted ~~due~~income to(loss) ~~their~~per ~~short-term nature.~~share is the same as basic income (loss) per share for the periods presented.

~~Concentration~~A reconciliation of ~~Credit~~net ~~Risk~~loss per share is as follows for the three months ended June 30, 2025:

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.

	Class A subject to possible redemption			Class A Perm			Class B
Allocation of undistributable loss	$	(57,549	)	$	(1,203	)	$	(30,072	)
Weighted average shares outstanding, basic and diluted		2,593,599			54,210			1,355,250
Basic and diluted net loss per share	$	(0.02	)	$	(0.02	)	$	(0.02	)

~~Share-Based~~A ~~Payment~~reconciliation ~~Arrangements~~of net loss per share is as follows for the six months ended June 30, 2025:

The Company accounts for stock awards in accordance with ASC 718, which requires that all equity awards be accounted for at their fair value. Fair value is measured on the grant date and is equal to the underlying value of the stock.

	Class A subject to possible redemption			Class A Perm			Class B
Allocation of undistributable loss	$	(96,410	)	$	(1,986	)	$	(49,658	)
Weighted average shares outstanding, basic and diluted		2,631,146			54,210			1,355,250
Basic and diluted net loss per share	$	(0.04	)	$	(0.04	)	$	(0.04	)

~~Costs equal~~A toreconciliation ~~these fair values are recognized ratably over the requisite service period based on the number~~ of ~~awards~~net ~~that~~income ~~are~~per ~~expected~~share tois ~~vest, or~~as infollows ~~the period of grant~~ for ~~awards that vest immediately and have no future service condition. For awards that vest over time, cumulative adjustments in later periods are recorded to~~ the ~~extent~~three ~~actual~~months ~~forfeitures~~ended ~~differ~~June ~~from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied~~30, ~~and the award is forfeited.~~ 2024:

Common Stock Subject to Possible Redemption

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	130,166	$	1,404	$	35,086
Weighted average shares outstanding, basic and diluted		5,027,813		54,210		1,355,250
Basic and diluted net income per share	$	0.03	$	0.03	$	0.03

~~The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Class~~ A ~~common stock subject to mandatory redemption (if any) are classified as a liability instrument~~ ~~and~~reconciliation ~~are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control~~ of ~~the~~net ~~holder~~income orper ~~subject~~share ~~to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock~~ is ~~classified~~ as ~~stockholders’~~follows ~~equity.~~for ~~The Company’s Class A common stock sold as part of its IPO features certain redemption rights that are considered to be outside of~~ the ~~Company’s control~~six ~~and~~months ~~subject~~ended toJune ~~the occurrence of uncertain future events. Accordingly~~30, Class A common stock subject to possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date of issuance to the earliest redemption date of the instrument on a straight-line basis. Subsequent to the IPO date, the accretion also includes the dividend and interest income earned in the Trust Account in excess of income and franchise taxes as well as required deposits to extend the life of the Company, which currently occur on a monthly basis. 2024:

The redemption values as of March 31, 2025 and December 31, 2024 include $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the Trust Account, up to $100,000, if and when a dissolution is deemed probable.

	Class A subject to possible redemption		Class A Perm		Class B
Allocation of undistributable income	$	234,100	$	2,430	$	60,728
Weighted average shares outstanding, basic and diluted		5,224,407		54,210		1,355,250
Basic and diluted net income per share	$	0.04	$	0.04	$	0.04

~~The reconciliation~~Marketable ofSecurities ~~Class~~Held Ain ~~common~~Trust ~~stock~~Account ~~subject to possible redemption as of March 31, 2025 is as follows:~~

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemption of Class A common stock		(30,194,356	)
Accretion to redemption value		11,743,898
Class A common stock subject to possible redemption	$	30,478,031

As of June 30, 2025 and December 31, 2024, the assets held in the Trust Account were substantially held in a treasury trust fund investing in U.S. Treasury Bills and U.S. Treasury Notes. These securities are presented on the unaudited condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend and interest income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

~~The reconciliation of Class A common stock subject to possible redemption as of December 31, 2024 is as follows:~~ 16

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemption of Class A common stock		(30,194,356	)
Accretion to redemption value		11,289,712
Class A common stock subject to possible redemption	$	30,023,845

As of June 30, 2025 and December 31, 2024, the Company had a total of $19,856,826 and $0, respectively, that were owed to the redeeming stockholders and have been recorded on the unaudited condensed balance sheets as Restricted cash – held in trust account.

16Deferred Credit

~~Derivative~~During ~~Financial~~the ~~Instruments~~three and six months ended June 30, 2025, the Company received unconditional and non-refundable reimbursement of $100,000 and $150,000, respectively, for certain general and administrative expenses incurred by the Company from Xiaoyu Dida. The Company accounts for the reimbursements received from Xiaoyu Dida as a deferred credit associated with a potential business combination in the unaudited condensed balance sheets. As of June 30, 2025 and December 31, 2024, the deferred credit balance was $341,250 and $191,250, respectively.

~~The Company~~Fair ~~issued~~Value warrants to its investors, and the over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of ~~the~~Financial ~~specific~~Instruments terms of the instruments and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

AtThe fair ~~the~~value ~~IPO date,~~of the ~~Public~~Company’s ~~Warrants~~assets ~~(see Note 3)~~ and ~~Private~~liabilities, ~~Placement~~which ~~Warrants~~qualify ~~(see Note 4) were accounted for~~ as ~~equity~~financial instruments ~~as they meet all of the requirements for equity classification~~ under ASC ~~815~~820, ~~based~~Fair onValue ~~current expected terms~~Measurement, approximates ~~which~~the ~~are~~carrying ~~subject~~amounts torepresented ~~change.~~in ~~The~~the ~~over-allotment option~~accompanying ~~was~~unaudited ~~accounted~~condensed ~~for~~balance ~~as a liability under ASC 480~~sheets, asprimarily itdue ~~was~~to antheir ~~option exercisable into redeemable shares~~short-term nature.

~~Fair~~Concentration ~~Value~~of ~~Measurements~~Credit Risk

~~Fair value~~Financial isinstruments ~~defined as the price~~ that ~~would~~potentially besubject ~~received~~the ~~for~~Company ~~sale~~to concentrations of ancredit ~~asset~~risk orconsist ~~paid for transfer~~ of acash ~~liability,~~accounts in ana ~~orderly~~financial ~~transaction between~~institution, ~~market~~which, ~~participants~~ at ~~the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy~~times, ~~which~~may ~~prioritizes~~exceed the ~~inputs~~Federal ~~used in~~Depository ~~measuring~~Insurance ~~fair~~Coverage ~~value~~of $250,000. The ~~hierarchy~~Company ~~gives~~has ~~the~~not ~~highest~~experienced ~~priority~~losses toon ~~unadjusted~~these ~~quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements)~~accounts. ~~These tiers include:~~

●Share-Based Payment ~~Level~~Arrangements 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~In some~~The ~~circumstances,~~Company ~~the~~accounts ~~inputs~~for ~~used~~stock toawards ~~measure~~in ~~fair~~accordance ~~value~~with ~~might~~ASC be718, ~~categorized~~which ~~within~~requires ~~different~~that ~~levels~~all ofequity ~~the~~awards ~~fair~~be ~~value~~accounted ~~hierarchy.~~for Inat ~~those instances,~~their ~~the~~ fair value. Fair ~~measurement~~value is ~~categorized~~measured ~~in its entirety in the fair value hierarchy based~~ on the ~~lowest~~grant ~~level~~date ~~input~~and ~~that~~ is ~~significant~~equal to the ~~fair~~underlying value ~~measurement~~of the stock.

AsCosts equal to these fair values are recognized ratably over the requisite service period based on the number of ~~March~~awards that are expected to 31vest, ~~2025~~or in the period of grant for awards that vest immediately and ~~December~~have ~~31,~~no ~~2024,~~future ~~the~~service ~~Company~~condition. ~~held~~For ~~Level~~awards 1that ~~financial~~vest ~~instruments~~over time, cumulative ~~which~~adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s ~~marketable~~initial ~~securities held~~estimates; inpreviously recognized compensation cost is reversed if the ~~Trust~~service ~~Account.~~or performance conditions are not satisfied, and the award is forfeited.

~~Working~~Common ~~Capital~~Stock ~~Loans~~Subject to Possible Redemption

The ~~Working~~ ~~Capital~~Company ~~Loans~~accounts ~~(Note~~for 5)its ~~are~~common ~~issued~~stock subject to possible redemption in accordance with the ~~form~~guidance ofin ~~convertible~~ASC ~~notes~~480, ~~with~~Distinguishing ~~the~~Liabilities from ~~embedded~~Equity ~~feature~~(“ASC to480”). ~~convert~~Class ~~the~~A upcommon stock subject to ~~$2,000,000~~mandatory ofredemption ~~the~~(if ~~Working Capital~~any) ~~Loans~~are ~~into~~classified ~~Private~~as ~~Placement~~a ~~Warrants~~liability instrument atand aare ~~price~~measured ofat $1fair value.00 ~~per~~Conditionally ~~warrant~~redeemable common stock (~~the~~including ~~“Embedded~~common ~~Feature”).~~stock ~~Given~~that feature redemption rights that are either within the ~~Embedded Feature~~control isof ~~indexed~~the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock ~~which~~ is classified as stockholders’ equity~~, the~~. The ~~Embedded~~Company’s ~~Feature~~Class ~~does~~A ~~not~~common ~~require~~stock sold as part of its IPO features certain redemption rights that are considered to be outside of the Company to’s ~~settle~~control and subject to the ~~obligation~~occurrence inof ~~cash~~uncertain future events. Accordingly, ~~the~~Class ~~Embedded~~A ~~Feature~~common ~~does~~stock ~~not~~subject ~~contain a~~to possible ~~beneficial~~redemption ~~conversion~~are ~~feature,~~classified as temporary equity and are accreted from the ~~Embedded~~initial ~~Feature~~carrying amount to the redemption value over ~~does~~the ~~not~~period ~~include~~from the date of issuance to the earliest redemption date of the instrument on a ~~significant~~straight-line ~~premium~~basis. Subsequent to the IPO date, the ~~Embedded~~accretion ~~Feature~~also isincludes ~~not~~the dividend and interest income earned in the Trust Account in excess of income and franchise taxes as well as required deposits to beextend ~~accounted~~the ~~for~~life ~~separately~~of the Company, which currently occur on a monthly basis.

17The redemption values as of June 30, 2025 and December 31, 2024 include $100,000 that can be used to pay any dissolution expenses, should a dissolution event occur. The redemption value of the Class A common stock subject to possible redemption will be reduced by the estimated dissolution expenses to be paid from the interest earned in the Trust Account, up to $100,000, if and when a dissolution is deemed probable.

~~Income Taxes~~17

The ~~Company~~ ~~adopted~~reconciliation ~~ASC~~of ~~740,~~Class ~~Income~~A ~~Taxes~~common ~~(“ASC~~stock ~~740”),~~subject ~~at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable~~ to ~~differences~~possible ~~between~~redemption ~~the~~as ~~financial statement carrying amounts~~ of ~~existing~~June ~~assets and liabilities and their respective tax bases. Deferred tax assets~~30, ~~including~~2025 ~~tax~~is ~~loss~~as and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. follows:

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemptions of Class A common stock		(50,051,182	)
Accretion to redemption value		12,216,286
Class A common stock subject to possible redemption	$	11,093,593

The ~~Company~~ ~~recognizes~~reconciliation ~~the tax benefits~~ of ~~uncertain~~Class ~~tax~~A ~~positions~~common ~~only~~stock when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to ~~income~~possible ~~taxes~~redemption on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as ~~a result~~ of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of March 31, 2025 and December 31, 2024, ~~the~~is ~~Company~~as ~~has~~follows: ~~not recorded any amounts related to uncertain tax positions.~~

Recently Adopted Accounting Pronouncements

Gross proceeds from sale of Public Units	$	54,210,000
Less: Proceeds allocated to Public Warrants		(1,218,153	)
Less: Proceeds allocated to underwriters’ over-allotment option		(134,584	)
Less: Issuance costs allocated to Class A common stock subject to possible redemption		(3,928,774	)
Less: Redemption of Class A common stock		(30,194,356	)
Accretion to redemption value		11,289,712
Class A common stock subject to possible redemption	$	30,023,845

~~In December 2023, the~~ Derivative Financial ~~Accounting~~Instruments Standards Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company adopted this standard on January 1, 2025 and determined that the adoption does not have a material impact on these unaudited condensed financial statements.

~~Recently~~The Company ~~Issued~~issued ~~Accounting~~warrants ~~Pronouncements~~to its investors, and the over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

~~On November 4, 2024, the FASB issued ASU 2024-03,~~The ~~Accounting~~Public ~~Standards~~Warrants ~~Update~~(see ~~2024-03,~~Note ~~Income~~3) ~~Statement-Reporting~~and ~~Comprehensive~~Private ~~Income-Expense~~Placement ~~Disaggregation~~Warrants ~~Disclosures~~ (~~Subtopic~~see ~~220-40~~Note 4)~~: Disaggregation~~ ofwere ~~Income~~accounted ~~Statement~~for ~~Expenses~~as toequity ~~improve~~instruments ~~financial~~as ~~reporting~~they bymeet ~~requiring~~all ~~that public business entities disclose additional~~of ~~information about specific expense categories in~~ the ~~notes~~requirements tofor ~~financial~~equity ~~statements~~classification atunder ~~interim~~ASC ~~and~~815 ~~annual~~based ~~reporting~~on ~~periods. The amendments in this ASU do not change or remove~~ current ~~expense~~expected ~~disclosure requirements; however~~terms, ~~the~~which ~~amendments affect where such information appears in the notes to financial statements because entities~~ are ~~required~~subject to ~~include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments~~change. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

~~Management does not believe that any additional~~Fair ~~recently~~Value ~~issued,~~Measurements ~~but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements.~~

~~NOTE~~Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 –measurements). ~~INITIAL~~These ~~PUBLIC~~tiers ~~OFFERING~~include:

On● ~~March 16,~~Level ~~2023~~1, ~~the~~defined ~~Company~~as ~~sold~~observable ~~5,200,000~~inputs ~~Units~~such atas aquoted ~~price~~prices of(unadjusted) ~~$10.00~~for ~~per~~identical ~~Unit.~~instruments ~~Each~~in ~~Unit~~active ~~consists~~markets; of● ~~one~~Level ~~share~~2, ofdefined ~~Class~~as Ainputs ~~common~~other ~~stock~~than ~~and one~~quoted ~~Public~~prices ~~Warrant.~~in ~~Each~~active ~~Public~~markets ~~Warrant~~that ~~entitles~~are ~~the~~either ~~holder~~directly toor ~~purchase~~indirectly ~~one~~observable ~~share~~such ofas ~~Class~~quoted Aprices ~~common~~for ~~stock~~similar atinstruments ain ~~price~~active ofmarkets ~~$11.50~~or ~~per~~quoted ~~share. Each~~prices ~~Public~~for ~~Warrant~~identical ~~will~~or ~~become~~similar ~~exercisable~~instruments 30in ~~days~~markets ~~after~~that ~~the~~are ~~completion~~not ofactive; ~~the initial business combination~~ and ~~will~~● ~~expire~~Level ~~five~~3, ~~years after~~defined ~~the~~as ~~completion~~unobservable ofinputs ~~the~~in ~~initial~~which ~~business~~little ~~combination,~~ or ~~earlier~~no ~~upon~~market ~~redemption~~data orexists, ~~liquidation~~therefore ~~(see~~requiring ~~Note~~an ~~7).~~entity Into ~~connection~~develop ~~with~~its ~~the IPO~~own assumptions, ~~the~~such ~~Company~~as ~~also~~valuations ~~granted~~derived ~~the~~from ~~underwriters~~valuation atechniques ~~45-day~~in ~~option~~which toone ~~purchase~~or anmore ~~additional~~significant ~~780,000~~inputs ~~Units~~or atsignificant ~~the~~value ~~IPO~~drivers ~~price.~~are unobservable.

On March 17, 2023, the underwriters exercised their option to purchase 221,000 additional Units for the total amount of $2,210,000. The remaining over-allotment option for 559,000 Units expired on April 30, 2023.18

18In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~NOTE~~As 4of –June ~~PRIVATE~~30, ~~PLACEMENT~~2025 and December 31, 2024, the Company held Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account.

~~On March~~Convertible ~~16,~~Notes 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

~~On March~~The 17Working Capital Loans (Note 5) are issued in the form of convertible notes, ~~2023~~with the embedded feature to convert up to $2,000,000 of the ~~underwriters~~Working ~~partially~~Capital ~~exercised~~Loans ~~their~~into ~~over-allotment~~Private ~~option~~Placement ~~resulting~~Warrants inat a price of $1.00 per warrant (the “Embedded Feature”). Given that the Embedded Feature is indexed to the Company’s ~~issuing~~common ~~127~~stock which is classified as equity,~~400~~ the ~~Private~~Embedded ~~Placement~~Feature does ~~Warrants~~not require the Company to settle the obligation in cash, ~~generating~~the anEmbedded ~~additional~~Feature ~~$127~~does not contain a beneficial conversion feature,~~500~~ and inthe ~~gross~~Embedded ~~proceeds.~~Feature does not include a significant premium, the Embedded Feature is not required to be accounted for separately.

~~Each Private~~Income Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the Trust Account, IPO issuance costs and as well as the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless (see Note 7). Taxes

~~NOTE~~The 5Company –adopted ~~RELATED~~ASC ~~PARTY~~740, ~~TRANSACTIONS~~Income Taxes (“ASC 740”), at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

~~Founder~~The ~~Shares~~effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

InThe Company ~~May~~recognizes ~~2022,~~ the ~~Sponsor~~tax ~~paid~~benefits ~~$25,000,~~of oruncertain ~~approximately~~tax ~~$0.011~~positions ~~per~~only ~~share,~~when tothe ~~cover~~positions ~~certain~~are ~~offering~~“more ~~costs~~likely inthan ~~consideration~~not” ~~for~~to ~~2,156,250~~be ~~shares of~~sustained ~~Class~~assuming Bexamination ~~common~~by ~~stock,~~tax ~~par~~authorities ~~value~~and ~~$0.0001~~determined ~~(the~~to ~~“Founder~~be ~~Shares”~~attributed orto ~~“Class~~the ~~B common stock”)~~Company. OnThe ~~May~~determination ~~10,~~of ~~2022~~attribution, ~~the Sponsor~~if ~~surrendered 287~~any,~~500~~ ~~Founder Shares,~~ applies for noeach ~~consideration,~~jurisdiction ~~resulting~~where in the ~~Sponsor~~Company ~~and~~is ~~directors~~subject ~~continuing~~ to ~~hold~~income ~~1,868,750 Founder~~taxes ~~Shares.~~on ~~On August 26, 2022,~~ the ~~Sponsor~~basis ~~transferred 25,000 Founder Shares to each~~ of ~~Rahul~~laws ~~Mewawalla~~ and ~~Stephen~~regulations ~~Markscheid, each~~ of ~~which are members of~~ the ~~Company’s Board of Directors (Note 8)~~jurisdiction. The ~~awards~~application of ~~will~~laws ~~vest~~and ~~simultaneously~~regulations ~~with~~is ~~the~~subject ~~closing~~to oflegal anand ~~initial business~~factual ~~combination~~interpretation, ~~provided~~judgement, ~~the~~and ~~director~~uncertainty. ~~has~~Tax ~~continuously~~laws ~~served~~and onregulations ~~the~~themselves are ~~Company’s~~subject ~~Board~~to ofchange ~~Directors~~as ~~through~~a ~~the~~result ~~closing~~ of ~~such initial~~changes ~~business~~in ~~combination.~~fiscal Onpolicy, ~~March~~changes ~~16,~~in ~~2023~~legislation, the ~~Sponsor~~evolution ~~forfeited an aggregate~~ of ~~373~~regulations,~~750~~ ~~Founder~~and ~~Shares~~court ~~for~~rulings. Therefore, nothe ~~consideration,~~actual ~~resulting in~~liability of the ~~Sponsor~~various ~~and~~jurisdictions ~~directors~~may ~~holding~~be anmaterially ~~aggregate~~different offrom ~~1,495,000~~management’s ~~Founder Shares~~estimate. UpAs toof ~~195~~June 30,~~000~~ of2025 ~~the~~and ~~Founder~~December ~~Shares~~31, ~~were~~2024, ~~subject to forfeiture to~~ the ~~extent~~Company ~~the~~has ~~over-allotment option was~~ not ~~exercised~~recorded inany ~~full~~amounts byrelated ~~the underwriter prior~~ to ~~its~~uncertain ~~expiration~~tax ~~date on April 30, 2023~~positions.

~~On March~~Recently ~~17,~~Adopted ~~2023,~~Accounting upon the partial exercise their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares. Pronouncements

~~Private~~In ~~Placement~~December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company adopted this standard on January 1, 2025 and determined that the adoption does not have a material impact on these unaudited condensed financial statements.

~~On March~~Recently ~~16,~~Issued ~~2023,~~Accounting in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500. Pronouncements

On ~~March~~ 17November 4, ~~2023~~2024, the ~~underwriters~~FASB ~~partially~~issued ~~exercised~~ASU ~~their~~2024-03, ~~over~~Accounting Standards Update 2024-~~allotment~~03, ~~option~~Income ~~resulting~~Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the ~~Company~~notes ~~issuing~~to ~~127~~financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however,~~400~~ ~~Private~~the ~~Placement~~amendments affect where such information appears in the notes to financial statements because entities are required to include ~~Warrants~~certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, ~~generating~~2026, anand ~~additional~~interim ~~$127~~reporting periods beginning after December 15,~~500~~ 2027. inEarly ~~gross~~adoption ~~proceeds~~is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements.

Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless (see Note 7). 19

19Management does not believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements.

~~Working~~NOTE ~~Capital~~3 ~~Loans~~– INITIAL PUBLIC OFFERING

~~In order~~On toMarch ~~finance~~16, ~~transaction costs in connection with a business combination~~2023, the ~~Sponsor~~Company orsold an5,200,000 ~~affiliate~~Units ofat ~~the~~a ~~Sponsor,~~price ~~or certain~~ of ~~the Company’s~~$10.00 ~~officers~~per ~~and~~Unit. ~~directors~~Each ~~may,~~Unit ~~but~~consists ~~are~~of ~~not~~one ~~obligated~~share ~~to,~~of ~~loan~~Class ~~the~~A ~~Company~~common ~~funds~~stock and asone ~~may~~Public ~~be required (“Working Capital Loans”)~~Warrant. IfEach ~~the~~Public ~~Company~~Warrant ~~completes~~entitles ~~a business combination,~~ the ~~Company~~holder ~~will~~to ~~repay~~purchase ~~the~~one ~~Working~~share ~~Capital Loans. Up to $2,000,000~~ of ~~such~~ ~~loans~~Class ~~may~~A becommon ~~converted~~stock ~~into warrants,~~ at a price of $111.0050 per share. ~~warrant~~Each atPublic ~~the~~Warrant ~~option~~will ofbecome ~~the~~exercisable ~~lender,~~30 ~~upon~~days ~~consummation~~after the completion of the ~~Company’s~~ initial business combination. Inand will expire five years after the ~~event~~completion ~~that~~of athe initial business combination, ~~does~~or ~~not~~earlier ~~close,~~upon ~~the~~redemption ~~Company~~or ~~may~~liquidation ~~use~~(see aNote ~~portion~~7). ofIn ~~proceeds held~~connection ~~outside~~with the ~~Trust~~IPO, ~~Account to repay~~ the ~~Working~~Company ~~Capital~~also ~~Loans~~granted ~~but~~the nounderwriters ~~proceeds~~a ~~held~~45-day inoption ~~the~~to ~~Trust~~purchase ~~Account~~an ~~would~~additional be780,000 ~~used~~Units toat ~~repay~~ the ~~Working Capital~~IPO ~~Loans~~price.

~~During the~~On ~~three months ended~~ March 3117, ~~2025~~2023, the ~~Company~~underwriters ~~received~~exercised ~~from~~their ~~the~~option ~~Sponsor~~to ~~$356~~purchase 221,000 inadditional ~~Working~~Units ~~Capital~~for ~~Loans,~~the oftotal ~~which~~amount of $~~131~~2,210,000. ~~was utilized~~The ~~for~~remaining ~~working~~over-allotment ~~capital~~option ~~needs,~~for ~~$225~~559,000 ~~was~~Units ~~utilized~~expired toon ~~fund~~April ~~the First 2025 Monthly Extension~~30, ~~Second 2025 Monthly Extension, and Third 2025 Monthly Extension~~2023.

~~During the~~NOTE ~~year~~4 ~~ended~~– ~~December~~PRIVATE ~~31,~~PLACEMENT 2024, the Company received from the Sponsor $1,923,100 in Working Capital Loans, of which $856,100 was utilized for working capital needs, $542,000 was utilized to fund the Initial Extension and $525,000 was utilized to fund the First 2024 Monthly Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension, Sixth 2024 Monthly Extension and Seventh 2024 Monthly Extension.

~~The Working~~On ~~Capital~~March ~~Loans~~16, ~~are~~2023, toin ~~be repaid upon~~ the ~~consummation~~private ofplacement athat ~~business~~occurred ~~combination,~~simultaneously ~~without~~with ~~interest,~~the orIPO, at the ~~lender’s~~Sponsor ~~option,~~purchased ~~up to~~an ~~$2,000,000~~aggregate of ~~the~~3,449,500 ~~outstanding~~warrants (each ~~Working~~a ~~Capital Loans are convertible into~~ “Private Placement ~~Warrants~~Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

~~As of both~~On March 3117, ~~2025 and December 31~~2023, ~~2024,~~ the ~~Company~~underwriters ~~had~~partially ~~$2,000,000~~exercised oftheir ~~outstanding~~over-allotment ~~Working~~option ~~Capital~~resulting ~~Loans~~in ~~from~~ the ~~Sponsor,~~Company ~~included~~issuing in127,400 ~~Convertible~~Private Placement ~~note~~Warrants, –generating ~~related~~an ~~party~~additional $127,500 in ~~the~~gross ~~accompanying unaudited condensed balance sheets~~proceeds.

AsEach Private Placement Warrant entitles the holder to purchase one share of ~~March~~Class A common stock, subject to adjustment. The proceeds from 31the Private Placement of the Private Placement Warrants funded the Trust Account, ~~2025~~IPO issuance costs and ~~December~~as ~~31,~~well ~~2024,~~as the operations prior to the business combination. If the Company ~~had~~does ~~$551~~not complete an initial business combination within the Combination Period,~~100~~ ~~and~~the ~~$195~~remaining proceeds,~~100~~ ~~respectively~~after payments from the sale of the Private Placement Warrants, will be included in ~~Promissory~~the ~~note~~liquidating –distribution ~~related~~to ~~party~~the public instockholders and the ~~accompanying~~Private ~~unaudited~~Placement ~~condensed~~Warrants ~~balance~~will ~~sheets~~be worthless (see Note 7).

~~Administrative~~NOTE ~~Support~~5 ~~Agreement~~– RELATED PARTY TRANSACTIONS

~~On March 22, 2023, the Company entered into the~~Founder ~~administrative~~Shares support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 for each of the three months ended March 31, 2025 and 2024. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

AsIn May of2022, ~~March~~the 31Sponsor paid $25,000, ~~2025~~or ~~and~~approximately ~~December~~$0.011 31per share, ~~2024~~to cover certain offering costs in consideration for 2,156,250 shares of Class B common stock, par value $~~212~~0.0001 (the “Founder Shares” or “Class B common stock”). On May 10,~~180~~ ~~and~~2022, ~~$182~~the Sponsor surrendered 287,~~180~~500 Founder Shares, ~~respectively~~for no consideration, ofresulting ~~amounts~~in ~~due~~the Sponsor and directors continuing to hold 1,868,750 Founder Shares. On August 26, 2022, the Sponsor ~~under~~transferred ~~the~~25,000 ~~Administrative~~Founder ~~Support~~Shares ~~Agreement~~to ~~remain~~each ~~unpaid,~~of Rahul Mewawalla and Stephen Markscheid, each of which are ~~included~~members inof the Company’s Board of Directors (Note 8). The awards will vest simultaneously with the closing of ~~Due~~an toinitial ~~Related~~business ~~Party~~combination, provided the director has continuously served on the Company’s ~~unaudited~~Board ~~condensed~~of ~~balance~~Directors ~~sheets~~through the closing of such initial business combination. On March 16, 2023, the Sponsor forfeited an aggregate of 373,750 Founder Shares for no consideration, resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares. Up to 195,000 of the Founder Shares were subject to forfeiture to the extent the over-allotment option was not exercised in full by the underwriter prior to its expiration date on April 30, 2023.

~~NOTE~~On 6March 17, 2023, upon the partial of the over-allotment ~~COMMITMENTS~~option ~~AND~~by ~~CONTINGENCIES~~the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over- allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in the Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

~~Registration Rights~~ 20

~~The holders of the Founder Shares,~~ Private ~~Placement Warrants, warrants that may be issued upon conversion of up to $2,000,000 of Working Capital~~ ~~Loans (see Note 5), any shares of Class A common stock issuable upon the exercise of the Private~~ Placement Warrants and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement signed at the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority 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 subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities.

20On March 16, 2023, in the private placement that occurred simultaneously with the IPO, the Sponsor purchased an aggregate of 3,449,500 warrants (each a “Private Placement Warrant”) at a price of $1.00 per warrant, for an aggregate purchase price of $3,449,500.

~~Underwriting~~On ~~Agreement~~March 17, 2023, the underwriters partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.

~~The underwriter~~Each ~~received~~Private aPlacement ~~fee~~Warrant ofentitles ~~$0.15~~the ~~per~~holder ~~unit,~~to orpurchase ~~$813~~one share of Class A common stock,~~150~~ insubject ~~the~~to ~~aggregate~~adjustment. atThe proceeds from the ~~closing~~Private Placement of the ~~IPO.~~Private InPlacement ~~addition,~~Warrants ~~$0.35~~funded ~~per~~the ~~share~~trust account, orIPO ~~$1,897,350 in~~issuance ~~the~~costs ~~aggregate~~and ~~will~~the beoperations ~~payable~~prior to the business ~~underwriter~~combination. ~~for~~If ~~deferred~~the ~~underwriting~~Company ~~commissions~~does ~~solely~~not incomplete an initial business combination within the ~~event~~Combination ~~that~~Period, the ~~Company~~remaining ~~completes~~proceeds, aafter ~~business~~payments ~~combination~~from the sale of the Private Placement Warrants, ~~subject~~will be included in the liquidating distribution to the ~~terms~~public ofstockholders and the ~~underwriting~~Private ~~agreement~~Placement Warrants will be worthless (see Note 7).

~~In addition,~~Working inCapital ~~conjunction~~Loans with the IPO, the Company issued to the underwriter 54,210 Representative Shares. The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

~~NOTE~~In 7order -to ~~STOCKHOLDERS~~finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s ~~DEFICIT~~officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s initial business combination. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

~~Preferred~~During ~~Stock~~the -three ~~The~~months ended June 30, 2025, the Company isreceived ~~authorized~~from tothe ~~issue~~Sponsor 5$565,000~~,000~~ ~~shares~~in Working Capital Loans, of ~~preferred~~which ~~stock~~$340,000 ~~with~~was utilized afor ~~par~~working ~~value~~capital ofneeds and $~~0.0001~~225,000 ~~and~~was ~~with~~utilized ~~such~~to ~~designations~~fund the Fourth 2025 Monthly Extension, ~~voting~~ ~~and~~Fifth ~~other~~2025 ~~rights~~Monthly Extension, and ~~preferences~~Sixth as2025 ~~may~~Monthly beExtension. ~~determined~~During ~~from~~the ~~time~~six tomonths ~~time~~ended byJune 30, 2025, the Company’s ~~Board~~received offrom ~~Directors.~~the AsSponsor of$921,000 ~~March~~in Working 31Capital Loans, of which $471,000 was utilized for working capital needs, $450,000 was utilized to fund the First 2025 ~~and~~Monthly ~~December~~Extension, Second 312025 Monthly Extension, ~~2024~~Third ~~there~~2025 ~~were~~Monthly noExtension, ~~shares~~Fourth of2025 ~~preferred~~Monthly ~~stock~~Extension, ~~issued~~Fifth or2025 ~~outstanding.~~Monthly Extension, and Sixth 2025 Monthly Extension.

~~Class~~During Athe ~~common~~year ~~stock~~ended -December ~~The~~31, 2024, the Company isreceived ~~authorized~~from tothe ~~issue~~Sponsor 26$1,~~000~~923,~~000~~100 ~~shares~~in ofWorking ~~Class~~Capital ~~A common stock~~Loans, ~~with a par value~~ of which $~~0.0001~~856,100 ~~per~~was ~~share.~~utilized ~~Holders~~for ofworking ~~Class~~capital Aneeds, ~~common~~$542,000 ~~stock~~was ~~are~~utilized ~~entitled~~ to ~~one~~fund ~~vote~~the ~~for~~Initial ~~each~~Extension ~~share.~~and As$525,000 ofwas ~~both~~utilized ~~March~~to ~~31,~~fund ~~2025~~the ~~and~~First ~~December~~2024 31Monthly Extension, Second 2024 Monthly Extension, ~~there~~Third ~~were~~2024 ~~2,722,903 shares~~Monthly ~~outstanding~~Extension, ofFourth ~~which~~2024 2Monthly Extension,~~668,693~~ ~~shares~~Fifth ~~are~~2024 ~~subject~~Monthly toExtension, Sixth ~~possible~~2024 ~~redemption~~Monthly Extension and ~~included~~Seventh in2024 ~~temporary~~Monthly ~~equity~~Extension.

~~Class~~The BWorking ~~common~~Capital ~~stock~~Loans -are ~~The~~to ~~Company~~be isrepaid ~~authorized~~upon tothe ~~issue~~consummation ~~4,000,000~~of ~~shares~~a ofbusiness ~~Class~~combination, Bwithout ~~common~~interest, ~~stock~~or, ~~with~~at athe ~~par~~lender’s ~~value~~option, up ofto $~~0.0001~~2,000,000 ~~per share. Holders~~ of the ~~Class~~outstanding BWorking ~~common~~Capital ~~stock~~Loans are ~~entitled~~convertible tointo ~~one~~Private ~~vote~~Placement ~~for~~Warrants ~~each~~at ~~share.~~a Asprice of ~~both March 31, 2025 and December 31, 2024, there were~~ $1~~,355,250 shares of Class B common stock issued and outstanding, respectively~~.00 ~~Refer~~per ~~to Note 5 for further details~~warrant.

~~Holders~~As of ~~Class~~both AJune ~~common~~30, ~~stock~~2025 and ~~holders~~December of31, ~~Class~~2024, ~~B common stock vote together as a single class on all other matters submitted to a vote of~~ the Company’s ~~stockholders~~had except as otherwise required by law. The Class B common stock will automatically convert into Class A common stock at the time of a business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal$2, ~~in the aggregate~~000,000 ~~on an as-converted basis, 20%~~ of ~~the sum of (i) the total number of shares of common stock issued and~~ outstanding ~~upon~~Working ~~completion~~Capital ofLoans from the ~~IPO~~Sponsor, ~~plus (ii) the total number of shares of Class A common stock issued or deemed~~included ~~issued or issuable upon conversion or exercise of any equity-linked securities by the Company~~ in ~~connection~~Convertible ~~with~~note or– inrelated ~~relation~~party to the consummation of a business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the ~~business~~accompanying ~~combination~~unaudited ~~and~~condensed ~~any~~balance ~~Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans~~sheets. ~~In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.~~

21As of June 30, 2025 and December 31, 2024, the Company had $1,116,100 and $195,100 respectively, included in Promissory note – related party in the accompanying unaudited condensed balance sheets.

Warrants - As of both March 31, 2025 and December 31, 2024, 5,421,000 Public Warrants and 3,576,900 Private Placement Warrants (collectively, the “Warrants”) were outstanding. The Warrants were issued in the same form at the IPO date. Each Public Warrant and Private Placement Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. 21

~~In addition,~~Administrative ifSupport ~~(x)~~Agreement the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the newly issued price.

~~The Warrants~~On ~~will~~March ~~become~~22, ~~exercisable 30 days after the completion of a business combination. However~~2023, ~~no Warrant shall be exercisable for cash and~~ the Company ~~shall~~entered ~~not~~into bethe ~~obligated~~administrative tosupport ~~issue~~agreement ~~shares~~under ofwhich ~~common~~it ~~stock~~pays ~~upon~~the ~~exercise~~Sponsor of a ~~Warrant~~total ~~unless~~of ~~the~~$10,000 ~~common stock issuable upon such~~per ~~Warrant exercise has been registered~~month, ~~qualified~~up oruntil ~~deemed to be exempt under~~ the ~~securities~~completion ~~laws~~ of the ~~state~~Company’s ofinitial ~~residence~~business ofcombination ~~the~~or ~~registered holder~~liquidation, offor ~~the~~secretarial ~~Warrants~~and administrative services. InThe ~~the~~Company’s ~~event~~expenses ~~that~~related ~~the~~to ~~condition in~~ the ~~immediately~~administrative ~~preceding~~support ~~sentence~~agreement iswere ~~not~~$30,000 ~~satisfied~~and ~~with~~$60,000 ~~respect~~for ~~to a Warrant,~~ the ~~holder~~three ofand ~~such~~six months ~~Warrant~~ended ~~shall~~June ~~not~~30, be2025, ~~entitled~~respectively. toThe ~~exercise~~Company’s ~~such~~expenses ~~Warrant~~related ~~for~~to ~~cash~~the ~~and~~administrative ~~such~~support ~~Warrant~~agreement ~~may~~were ~~have~~$30,000 ~~no value~~ and ~~expire worthless,~~ in$60,000 ~~which~~for ~~case~~ the ~~purchaser~~three ofand asix ~~Unit~~months ~~containing~~ended ~~such~~June 30, ~~Public~~2024, ~~Warrants~~respectively. ~~shall~~Upon ~~have~~completion ~~paid~~of the ~~full~~initial ~~purchase~~business ~~price~~combination ~~for~~or the ~~Unit solely for~~ ~~the~~Company’s ~~shares of Class A common stock underlying such Unit. Warrants may not be exercised by~~liquidation, orthe ~~securities~~Company ~~issued~~will ~~to,~~cease ~~any~~paying ~~registered~~these ~~holder in~~monthly ~~any state in which such exercise would be unlawful~~fees.

~~The Warrants~~As ~~will~~of ~~expire~~June ~~five~~30, ~~years~~2025 ~~after~~and ~~the~~December ~~completion~~31, 2024, $242,180 and $182,180, respectively, of aamounts ~~business~~due ~~combination~~to orthe ~~earlier~~Sponsor ~~upon~~under ~~redemption~~the orAdministrative ~~liquidation.~~Support Agreement remain unpaid, and are included in Due to Related Party on the Company’s unaudited condensed balance sheets.

~~Once the~~NOTE ~~Warrants~~6 ~~become~~- ~~exercisable,~~COMMITMENTS ~~the~~AND ~~Company~~CONTINGENCIES ~~may redeem the outstanding Warrants:~~

●Registration Rights in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three days before the Company sends the notice of redemption to the warrant holders.

~~If the Company~~The ~~calls~~holders of the ~~warrants~~Founder ~~for~~Shares, ~~redemption~~Private asPlacement ~~described above~~Warrants, ~~the~~warrants ~~Company’s~~that ~~management~~may ~~will~~be ~~have~~issued ~~the~~upon ~~option~~conversion toof ~~require~~up ~~all holders that wish~~ to ~~exercise~~$2,000,000 ~~warrants~~of toWorking Capital doLoans so(see onNote a5), ~~“cashless~~any ~~basis.”~~shares Inof ~~determining~~Class ~~whether~~A tocommon ~~require~~stock ~~all~~issuable ~~holders~~upon tothe exercise ~~their~~of ~~warrants~~the onPrivate aPlacement ~~“cashless~~Warrants ~~basis,”~~and ~~the~~Class ~~Company’s~~A ~~management~~common ~~will~~stock ~~consider,~~issuable ~~among~~upon ~~other~~conversion ~~factors,~~of the ~~cash~~Founder ~~position~~Shares, ~~the number of warrants that~~ are ~~outstanding~~entitled ~~and~~to ~~the~~registration rights ~~dilutive~~pursuant ~~effect~~to ona ~~the~~registration ~~Company’s~~rights ~~stockholders~~agreement ofsigned ~~issuing~~at the ~~maximum~~effective ~~number~~date of ~~shares of Class A common stock issuable upon~~ the ~~exercise~~IPO, ofrequiring the ~~warrants.~~Company Into register such ~~event,~~securities for ~~each~~resale ~~holder~~(in ~~would pay~~ the ~~exercise~~case ~~price~~of ~~by surrendering~~ the ~~warrants~~Founder ~~for~~Shares, ~~that~~only ~~number~~after ofconversion ~~shares~~to of Class A common stock). ~~equal~~The toholders ~~the~~of ~~quotient obtained by dividing (x)~~ the ~~product~~majority of ~~the~~these ~~number~~securities ofare ~~shares~~entitled ofto ~~Class~~make Aup ~~common~~to ~~stock~~three ~~underlying~~demands, ~~the~~excluding ~~warrants,~~short ~~multiplied~~form bydemands that the ~~difference~~Company ~~between~~register ~~the~~such ~~exercise~~securities. ~~price~~In ofaddition, the ~~warrants and~~holders ~~the~~have ~~“fair~~certain ~~market value~~“piggy-back” ~~(defined~~registration ~~below)~~rights bywith ~~(y)~~respect ~~the~~to ~~fair~~registration ~~market~~statements ~~value.~~filed ~~The~~subsequent ~~“fair~~to ~~market~~the ~~value” for this purpose~~completion ~~shall~~of ~~mean~~ the ~~average~~initial ~~reported~~business ~~last~~combination ~~sale~~and ~~price~~rights ofto ~~the~~require ~~Class~~us Ato ~~common~~register ~~stock~~ for ~~the~~resale 10such ~~trading~~securities ~~days~~pursuant ~~ending~~to onRule 415 under the ~~third~~Securities Act. ~~day~~The ~~prior~~registration torights ~~the date~~agreement ondoes ~~which~~not ~~the~~contain ~~notice~~liquidated ofdamages ~~redemption~~or isother ~~sent~~cash tosettlement ~~the~~provisions ~~holders~~resulting offrom ~~warrants.~~delays in registering securities.

22Underwriting Agreement

~~NOTE~~The 8underwriter -received ~~STOCK-BASED~~a ~~COMPENSATION~~fee of $0.15 per unit, or $813,150 in the aggregate at the closing of the IPO. In addition, $0.35 per share, or $1,897,350 in the aggregate will be payable to the underwriter for deferred underwriting commissions solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

~~Class~~In Baddition, ~~Common~~in ~~Stock~~conjunction ~~Share~~with ~~Transfers~~the IPO, the Company issued to the underwriter 54,210 Representative Shares. The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial business combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial business combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial business combination within the Combination Period. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

~~In August~~NOTE ~~2022,~~7 ~~the~~- ~~Sponsor transferred 25,000 shares of Class B common stock to each of the two independent directors as compensation for their service on the Company~~STOCKHOLDERS’s ~~Board~~DEFICIT of Directors. If the director was no longer serving as a director of the Company at the time of the IPO, is removed from office as director, or voluntarily resigns his position with the Company before a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company (“the Triggering Event”), all of such director’s shares shall be returned to Sponsor. Further, considering that in case the business combination does not occur these awards will be forfeited, it was deemed that the above terms result in the vesting provision whereby the share awards would vest only upon the consummation of a business combination or change of control event. As a result, any compensation expense in relation to these grants will be recognized at the Triggering Event. Therefore, the Company recorded no compensation expense for the period from March 3, 2022 (inception) through March 31, 2025.

~~The fair~~Preferred ~~value~~Stock of- ~~the~~The ~~Founder~~Company ~~Shares~~is onauthorized ~~the~~to ~~grant~~issue ~~date~~5,000,000 ~~was~~shares ~~approximately~~of ~~$0.81~~preferred ~~per~~stock ~~share.~~with ~~The~~a ~~valuation~~par ~~performed by the Company determined the fair~~ value of ~~the~~$0.0001 ~~shares~~and onwith ~~the~~such ~~date~~designations, voting ofand ~~grant~~other byrights ~~applying~~and apreferences ~~discount~~as ~~based~~may ~~upon~~be ~~(a)~~determined ~~the~~from ~~probability~~time ofto atime ~~successful~~by ~~IPO,~~the ~~(b)~~Company’s ~~the~~Board ~~probability~~ of aDirectors. ~~successful~~As ~~business~~of ~~combination~~June 30, 2025 and ~~(c)~~December ~~the~~31, ~~lack~~2024 ofthere ~~marketability~~were ofno ~~the~~shares ~~Founder Shares. The aggregate grant date fair value~~ of ~~the~~ ~~awards~~preferred ~~amounted~~stock toissued ~~approximately~~or ~~$40,500~~outstanding.

~~Total~~Class A ~~unrecognized~~common stock - The Company is authorized to issue 26,000,000 shares of Class A common stock, with a par value of $0.0001 per share. ~~compensation~~Holders ~~expense~~of ~~related~~Class A common stock are entitled to ~~unvested~~one ~~Founder~~vote ~~Shares~~for ateach ~~March~~share. 31As of June 30, 2025, there were 1,014,517 shares, of which 960,307 shares are subject to possible redemption and included in temporary equity. As of December 31, 2024, ~~amounted~~there towere ~~approximately~~2,722,903 ~~$40~~shares,~~500~~ ~~and~~of iswhich ~~expected~~2,668,693 shares are subject to bepossible ~~recognized~~redemption ~~upon~~and ~~the~~included ~~Triggering~~in ~~Event.~~temporary equity.

~~Representative Shares~~ 22

~~On March~~Class ~~16,~~B ~~2023~~common stock - The Company is authorized to issue 4,000,000 inshares ~~conjunction~~of ~~with~~Class ~~the~~B ~~IPO~~common stock, with a par value of $0.0001 per share. Holders of the ~~Company~~Class ~~issued~~B common stock are entitled to ~~the~~one ~~underwriter~~vote 52for each share. As of both June 30,~~000~~ 2025 and December 31, 2024, there were 1,355,250 shares of Class AB common stock ~~for~~issued ~~nominal~~and ~~consideration (the~~outstanding, ~~“Representative~~respectively. ~~Shares”)~~Refer to Note 5 for further details.

~~On March~~Holders ~~17,~~of ~~2023,~~Class A common stock and holders of Class B common stock vote together as a single class on all other matters submitted to a vote of the ~~underwriters~~Company’s ~~partially~~stockholders ~~exercised~~except ~~their~~as ~~over-allotment~~otherwise ~~option~~required by law. AsThe Class B common stock will automatically convert into Class A common stock at the time of a ~~result~~business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the ~~partial~~aggregate, ~~over~~on an as-~~allotment~~converted basis, 20% of the ~~underwriter~~sum of (i) the total number of shares ~~received~~of ancommon ~~additional~~stock ~~2,210~~issued ~~Representative~~and ~~Shares~~outstanding upon completion of the IPO, ~~bringing~~plus (ii) the total ~~Representative~~number ~~Shares~~of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities by the Company in connection with or in relation to 54the consummation of a business combination,~~210~~ excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the business combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to-one.

~~The fair~~Warrants ~~value~~- As of ~~the~~both ~~Representative~~June ~~Shares~~30, ~~was~~2025 ~~accounted~~and ~~for~~December as31, ~~compensation~~2024, ~~under~~5,421,000 ~~ASC~~Public ~~718~~Warrants and ~~was~~3,576,900 ~~included~~Private inPlacement Warrants (collectively, the “Warrants”) ~~offering~~were ~~costs~~outstanding. The ~~fair~~Warrants ~~value of~~were ~~the~~issued ~~54,210~~in ~~Representative~~the ~~Shares~~same form at the IPO date. ofEach ~~issuance~~Public ~~was~~Warrant ~~determined~~and Private Placement Warrant entitles the holder to bepurchase one share of Class A common stock at a price of $~~270,520~~11.50 per share.

~~NOTE~~In 9addition, if (x) the Company issues additional shares of Class A common stock or equity-linked ~~INCOME~~securities ~~TAXES~~for capital raising purposes in connection with the closing of the initial business combination at a newly issued price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the newly issued price.

The Warrants ~~Company’s~~will become exercisable 30 days after the completion of a business combination. However, no Warrant shall be exercisable for ~~effective~~cash ~~tax~~and ~~rate~~the ~~(“ETR”)~~Company isshall ~~calculated~~not ~~quarterly~~be ~~based~~obligated to issue shares of common stock upon ~~current~~exercise ~~assumptions~~of ~~relating~~a Warrant unless the common stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the ~~Company’s~~securities ~~known~~laws ~~and~~of the state of residence ~~estimable~~of ~~operating~~the ~~results~~registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and ~~various~~such ~~tax-related~~Warrant ~~items~~may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Class A common stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

The ~~Company’s~~ ~~ETR~~Warrants ~~was~~will ~~3,653.1%~~expire ~~and~~five ~~57.3%~~years ~~for~~after the ~~three~~completion ~~months~~of ~~ended~~a ~~March~~business ~~31,~~combination ~~2025~~or ~~and~~earlier ~~2024,~~upon ~~respectively.~~redemption ~~The~~or ~~Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible for federal income tax purposes~~liquidation.

~~The difference~~Once ~~between~~ the ~~effective~~Warrants ~~tax~~become ~~rates of 3~~exercisable,~~653.0%~~ ~~and 57.3% and~~ the U.S. federal statutory rate of 21% for the three months ended March 31, 2025 and 2024, respectively, was primarily due to the change in the valuation allowance (as a result of dividend and interest income earned on the Company’s ~~Trust~~may ~~Account),~~redeem ~~and~~ the ~~permanent~~outstanding ~~differences~~Warrants: ~~arising from business combination costs and interest and penalties on income taxes.~~

~~The~~● ~~Company has~~in nowhole ~~uncertain~~and ~~tax~~not ~~positions~~in ~~related~~part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to ~~federal~~each warrant holder; and ~~state~~● ~~income~~if, ~~taxes~~and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 ~~The~~per ~~federal~~share ~~tax~~(as ~~returns~~adjusted for stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three days before the Company ~~since~~sends ~~inception~~the ~~remains open~~notice ~~for~~of ~~examination~~redemption to the warrant holders.

When the Company is assessed interest or penalties it will be classified in the financial statements as tax expense. For the three months ended March 31, 2024, the Company incurred $22,012 of interest and penalties on the unremitted income tax obligations. No material interest or penalties were incurred during the three months ended March 31, 2025.23

23If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, the cash position, the number of warrants that are outstanding and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of warrants.

NOTE 8 ~~10. SEGMENT~~- ~~INFORMATION~~STOCK-BASED COMPENSATION

~~ASC Topic 280, Segment Reporting, establishes~~Class ~~standards~~B ~~for~~Common ~~companies~~Stock toShare ~~report~~Transfers in their financial statements 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 (“CODM”), or group, in deciding how to allocate resources and assess performance.

~~The~~In August ~~Company~~2022, isthe aSponsor ~~blank~~transferred ~~check~~25,000 ~~company~~shares ~~formed~~of Class B common stock to each of the two independent directors as compensation for their service on the ~~purpose~~Company’s Board of ~~effecting~~Directors. If the director was no longer serving as a ~~Business~~director ~~Combination.~~of Asthe Company at the time of ~~March~~the 31IPO, ~~2025~~is removed from office as director, or voluntarily resigns his position with the Company ~~had~~before ~~not~~a ~~commenced~~merger, ~~any~~capital ~~operations.~~stock ~~The~~exchange, asset ~~Company~~acquisition, ~~will not~~stock ~~generate~~purchase, ~~any~~reorganization ~~operating~~or ~~revenues~~similar ~~until~~business ~~after~~combination involving the ~~completion~~Company (“the Triggering Event”), all of ~~its~~such ~~initial~~director’s ~~Business~~shares ~~Combination~~shall be returned to Sponsor. Further, atconsidering that in case the ~~earliest.~~business ~~The~~combination ~~Company~~does ~~will~~not ~~generate~~occur ~~non-operating~~these ~~income~~awards will be forfeited, it was deemed that the above terms result in the ~~form~~vesting ofprovision ~~interest~~whereby ~~income~~the onshare awards would vest only upon the ~~investments~~consummation ~~held~~of a business combination or change of control event. As a result, any compensation expense in relation to these grants will be recognized at the ~~Trust~~Triggering ~~Account~~Event. Therefore, the Company recorded no compensation expense for the period from March 3, 2022 (inception) through June 30, 2025.

The fair ~~Company’s~~value ~~CODM~~of ~~has~~the ~~been~~Founder ~~identified~~Shares as on the ~~Chief~~grant ~~Executive~~date ~~Officer,~~was ~~who~~approximately ~~reviews~~$0.81 ~~the~~per ~~operating~~share. ~~results~~The ~~for~~valuation performed by the Company asdetermined the afair ~~whole~~value toof ~~make~~the ~~decisions~~shares ~~about~~on ~~allocating~~the ~~resources and~~date ~~assessing~~of ~~financial~~grant ~~performance.~~by ~~Accordingly,~~applying ~~management~~a ~~has~~discount ~~determined~~based ~~that~~upon (a) the ~~Company~~probability isof a ~~single segment~~ ~~entity.~~successful ~~When evaluating~~IPO, (b) the probability ~~Company’s~~of ~~performance~~a successful business combination, and ~~making~~(c) ~~key~~the ~~decisions~~lack ~~regarding~~of ~~resource~~marketability ~~allocation~~of the ~~CODM~~Founder ~~reviews~~Shares. ~~several~~The ~~key~~aggregate ~~metrics,~~grant date fair ~~which~~value ~~include~~of the ~~following:~~awards amounted to approximately $40,500.

	For the Three Months Ended March 31,
	2025		2024
Other general and administrative expenses	$	264,815	$	452,417
Professional services fees in connection with Business Combination		50,000		-
Total operating expenses	$	314,482	$	452,417
Interest income on investments held in Trust Account	$	316,482	$	757,940

Total unrecognized compensation expense related to unvested Founder Shares at June 30, 2025 and December 31, 2024 amounted to approximately $40,500 and is expected to be recognized upon the Triggering Event.

~~The key measures of segment profit or loss reviewed~~Representative byShares the CODM are interest earned on investments held in Trust Account and operating and formation costs. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Within the operating expenses, the CODM specifically reviews professional service fees in connection with the Business Combination, which are a significant segment expense, and include legal fees, and advisory fees, as these represent significant costs affecting the Company’s consummation of the Business Combination. Other general and administrative expenses, including accounting expenses, printing expenses, and regulatory filing fees, are reviewed in aggregate to ensure alignment with budget and contractual obligations. These expenses are monitored to manage and forecast cash available to complete a business combination within the required period.

~~All~~On March ~~other~~16, ~~segment~~2023, ~~items~~in ~~included~~conjunction inwith ~~net~~the ~~income or~~IPO, ~~loss~~the ~~are~~Company ~~reported~~issued onto the ~~unaudited~~underwriter ~~condensed~~52,000 ~~statement~~shares of ~~operations~~Class ~~and~~A ~~described~~common ~~within~~stock ~~their~~for ~~respective~~nominal consideration ~~disclosures~~(the “Representative Shares”).

~~NOTE~~On 11March 17, 2023, the underwriters partially exercised their over-allotment ~~SUBSEQUENT~~option. ~~EVENTS~~As a result of the partial over-allotment, the underwriter received an additional 2,210 Representative Shares, bringing the total Representative Shares to 54,210.

The fair ~~Company~~value of the Representative Shares was accounted for as compensation under ASC 718 and was included in the offering costs. The fair ~~did~~value ~~not~~of ~~identify~~the ~~any~~54,210 ~~subsequent~~Representative ~~events~~Shares ~~that~~at ~~require~~the ~~disclosure~~date ~~other~~of ~~than~~issuance ~~those~~was ~~previously~~determined ~~disclosed~~to ~~above~~be $270,520.

~~Item~~NOTE 9 2.- ~~Management’s~~INCOME ~~Discussion~~TAXES ~~and Analysis of Financial Condition and Results of Operations~~

~~References~~The Company’s toeffective ~~the~~tax ~~“Company,”~~rate (“~~our,~~ETR” ~~“us”~~) oris ~~“we”~~calculated ~~refer~~quarterly tobased ~~Four~~upon ~~Leaf~~current ~~Acquisition~~assumptions ~~Corporation.~~relating ~~The~~to ~~following discussion and analysis of~~ the Company’s ~~financial~~known ~~condition~~ and ~~results~~estimable ofoperating ~~operations~~results ~~should be read in conjunction with the unaudited condensed financial statements~~ and ~~the notes~~various ~~thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward~~tax-~~looking~~related ~~statements that involve risks and uncertainties~~items.

~~Cautionary~~The Company’s ~~Note~~ETR ~~Regarding~~was ~~Forward~~(285)% and 47.0% for the three months ended June 30, 2025 and 2024, respectively. The Company’s ETR was (591)% and 48% for the six months ended June 30, 2025 and 2024, respectively. The Company’s general and administrative expenses are generally considered start-~~Looking~~up ~~Statements~~costs and are not currently deductible for federal income tax purposes.

~~This Quarterly Report on Form 10-Q includes~~The ~~forward-looking~~difference ~~statements~~between ~~within~~ the ~~meaning~~effective oftax ~~Section 27A~~rates of ~~the Securities Act of 1933, as amended~~ (~~the “Securities Act”~~285), % and ~~Section 21E~~47% ofand the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~U. ~~We have based these forward-looking statements on our current expectations and projections about future events~~S. ~~These~~federal ~~forward-looking~~statutory ~~statements~~rate ~~are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels~~ of ~~activity,~~21% ~~performance~~for orthe ~~achievements to~~three bemonths ~~materially~~ended ~~different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking~~June ~~statements. In some cases~~30, ~~you~~2025 ~~can~~and ~~identify forward-looking statements by terminology such as “may~~2024,” ~~“should~~respectively,~~” “could,”~~ ~~“would,”~~was ~~“expect,”~~primarily ~~“plan,”~~due ~~“anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited~~ to, ~~possible business combinations and~~ the ~~financing~~change ~~thereof, and related matters, as well as all other statements other than statements of historical fact included~~ in ~~this Form 10-Q. The Company’s securities filings can be accessed on~~ the ~~EDGAR~~valuation ~~section~~allowance ofrelated ~~the~~to ~~U.S.~~deferred ~~Securities~~organizational ~~and~~costs ~~Exchange~~and ~~Commission’s (~~the ~~“SEC”)~~permanent ~~website~~differences atarising ~~www.sec.gov.~~from ~~Except~~business ascombination 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 otherwisecosts.

~~Risks~~The difference between the effective tax rates of (591)% and ~~Uncertainties~~48% and the U.S. federal statutory rate of 21% for the six months ended June 30, 2025 and 2024, respectively, was primarily due to the change in the valuation allowance related to deferred organizational costs and the permanent differences arising from business combination costs and interest and penalties on income taxes.

~~Results~~The ~~of operations and the~~ Company’s ~~ability~~has tono ~~complete~~uncertain antax ~~initial~~positions ~~business~~related ~~combination~~to ~~may~~federal ~~be adversely affected by various factors that could cause economic uncertainty~~ and ~~volatility~~state inincome ~~the financial markets, many of which are beyond its control~~taxes. The ~~business~~federal ~~could be~~tax ~~impacted~~returns byfor ~~various social and political circumstances in~~ the U.S. and around the world (including wars and other forms of conflict, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. More specifically, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs, including rising trade tensions between the United States and China, could have a material adverse effect on the Company’s ~~ability to~~since ~~complete a Business Combination and the value of the Company’s securities. The Company cannot at this time fully predict the~~inception ~~likelihood~~remains ofopen ~~one~~for ~~or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination~~examination. ~~The Company’s unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.~~

~~Overview~~When the Company is assessed interest or penalties it will be classified in the financial statements as tax expense. For the six months ended June 30, 2024, the Company incurred $22,012 of interest and penalties on the unremitted income tax obligations. No material interest or penalties were incurred during the three and six months ended June 30, 2025 or during the three months ended June 30, 2024.

~~We are a blank check~~NOTE ~~company~~ 10 ~~incorporated~~- SEGMENT in Delaware on March 3, 2022, for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies.INFORMATION

OnASC Topic ~~December 17~~280, ~~2024,~~ ~~the~~Segment ~~Company~~Reporting, ~~entered~~establishes ~~into~~standards ~~the~~for ~~Merger~~companies ~~Agreement~~to ~~with~~report ~~Xiaoyu~~in ~~Dida~~their ~~Interconnect~~financial ~~International~~statements ~~Limited,~~information aabout ~~Cayman Islands exempted company~~operating ~~(“Xiaoyu Dida”)~~segments, ~~Xiaoyu Dida Merger Sub~~products, ~~Inc.~~services, ageographic ~~Delaware corporation and a wholly-owned subsidiary of Xiaoyu Dida (“Merger Sub 1”)~~areas, and ~~Xiaoyu~~major ~~Dida (USA) Company, Inc~~customers., aOperating ~~Delaware~~segments ~~corporation~~are ~~and~~defined aas ~~wholly-owned~~components ~~subsidiary~~ of ~~Xiaoyu~~an ~~Dida~~enterprise ~~(“Merger~~for ~~Sub~~which ~~2”).~~separate ~~Upon~~financial ~~the~~information ~~closing~~is ofavailable ~~the~~that ~~transactions~~is ~~contemplated~~regularly evaluated by the ~~Merger~~Company’s ~~Agreement,~~chief ~~(i)~~operating ~~Merger~~decision ~~Sub~~maker ~~1, will be merged with and into the Company~~ (“~~Merger 1~~CODM”), ~~with the Company being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida;~~ ~~and~~or ~~(ii) immediately following the consummation of Merger 1~~group, ~~the~~in ~~Merger~~deciding 1how ~~Surviving~~to ~~Corporation~~allocate ~~will~~resources ~~be merged with~~ and ~~into~~assess ~~Merger Sub 2 (“Merger 2” and, collectively with Merger 1, the “Mergers”), with Merger Sub 2 being the surviving company and becoming a wholly-owned subsidiary of Xiaoyu Dida~~performance.

25The Company is a blank check company formed for the purpose of effecting a Business Combination. As of June 30, 2025, the Company had not commenced any operations. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the investments held in the Trust Account.

The Company’s ~~below~~CODM ~~description of~~has been identified as the ~~Merger~~Chief ~~Agreement~~Executive ~~and~~Officer, ~~the~~who ~~transactions~~reviews ~~contemplated~~the ~~thereby~~operating isresults ~~not~~for ~~complete~~the ~~and~~Company isas ~~subject~~a whole to ~~and~~make ~~qualified~~decisions inabout ~~its~~allocating ~~entirety~~resources byand ~~reference to~~assessing ~~the~~financial ~~actual~~performance. ~~Merger Agreement~~Accordingly, amanagement ~~copy~~has ofdetermined ~~which~~that the Company is ~~filed~~a single segment ~~with~~entity. When evaluating the ~~Current~~Company’s ~~Report~~performance onand ~~Form~~making ~~8-K~~key ~~filed~~decisions onregarding ~~December 19,~~resource ~~2024~~allocation the CODM reviews several key metrics, aswhich ~~Exhibit 2.1.~~include the following:

Immediately prior to the Merger 1 Effective Time (as defined in the Merger Agreement): (i) each share of the Company’s Class B common stock shall be automatically converted into one share of the Company’s Class A common stock in accordance with the terms of the Company’s Certificate of Incorporation (such automatic conversion, the “Company Class B Conversion”) and each share of Class B common stock shall no longer be outstanding and shall automatically be canceled, and each former holder of Class B common stock shall thereafter cease to have any rights with respect to such shares; and (ii) each Unit, which consists of one share of Class A common stock and one redeemable Public Warrant issued by the Company to purchase shares of Class A common stock at a price of $11.50 per whole share outstanding immediately prior to the Merger 1 Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one share of Class A common stock and one Public Warrant in accordance with the terms of the applicable Units (the “Unit Separation”).

	For the Three Months Ended June 30,
	2025		2024
Other general and administrative expenses	$	293,812	$	424,028
Professional services fees in connection with Business Combination		50,000		-
Total operating expenses	$	343,812	$	424,028

Interest income on investments held in Trust Account	$	320,723	$	737,335

Immediately after giving effect to the Unit Separation and the Four Leaf Class B Conversion, at the Merger 1 Effective Time, each share of Class A common stock issued and outstanding immediately prior to the Merger 1 Effective Time (other than any shares of Class A common stock held by the Company as treasury stock and any shares of Class A common stock subject to redemption) shall automatically be cancelled in exchange for the right to receive, upon delivery of the applicable letter of transmittal (if any), one Class A ordinary share, par value of $0.00005 per share, of Xiaoyu Dida (the “Xiaoyu Dida Class A Ordinary Shares”) (the “Merger Consideration”).25

At the Merger 1 Effective Time, each Warrant outstanding immediately prior to the Merger 1 Effective Time shall cease to be a warrant with respect to the Class A common stock and shall be assumed by Xiaoyu Dida and converted into a Warrant to purchase one Xiaoyu Dida Class A Ordinary Share (each, a “Xiaoyu Dida Warrant”) pursuant to the terms of a warrant assignment, assumption and amendment agreement to be entered into between the Company, Xiaoyu Dida and CST (the “Warrant Assumption Agreement”). Each Xiaoyu Dida Warrant shall continue to have and be subject to substantially the same terms as were applicable to the Company’s Warrants in effect immediately prior to the Merger 1 Effective Time under the terms of that certain Warrant Agreement, dated March 16, 2023, by and between the Company and CST, as warrant agent (including any repurchase rights and cashless exercise provisions). At or prior to the Merger 1 Effective Time, Xiaoyu Dida shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Xiaoyu Dida Warrants remain outstanding, a sufficient number of Xiaoyu Dida Class A Ordinary Shares for delivery upon the exercise of Xiaoyu Dida Warrants after the Merger 1 Effective Time.

	For the Six Months Ended June 30,
	2025		2024
Other general and administrative expenses	$	558,628	$	876,445
Professional services fees in connection with Business Combination		100,000		-
Total operating expenses	$	658,628	$	876,445

Interest income on investments held in Trust Account	$	637,205	$	1,495,275

The key ~~parties~~measures toof ~~the~~segment ~~Merger Agreement~~profit ~~have~~or ~~agreed~~loss toreviewed ~~customary~~by ~~representations~~the ~~and~~CODM ~~warranties~~are ~~for~~interest ~~transactions~~earned ofon ~~this~~investments ~~type.~~held Inin ~~addition,~~Trust ~~the~~Account ~~parties~~and tooperating ~~the Merger~~and ~~Agreement~~formation ~~agreed~~costs. toThe beCODM ~~bound~~reviews byinterest ~~certain~~earned ~~customary~~on ~~covenants~~investments ~~for~~held ~~transactions~~in ofTrust ~~this~~Account ~~type,~~to ~~including,~~measure ~~among~~and ~~others,~~monitor ~~covenants~~shareholder ~~with~~value ~~respect to~~and determine the ~~conduct~~most effective strategy of ~~Xiaoyu~~investment ~~Dida,~~with the ~~Company~~Trust ~~and~~Account ~~their~~funds ~~respective~~while ~~subsidiaries~~maintaining ~~during~~compliance ~~the~~with ~~period between execution of~~ the ~~Merger~~trust ~~Agreement and Closing~~agreement. ~~The~~Within the ~~representations,~~operating ~~warranties~~expenses, ~~agreements~~the ~~and~~CODM ~~covenants~~specifically ofreviews ~~the~~professional ~~parties~~service ~~set~~fees ~~forth~~ in connection with the ~~Merger~~Business ~~Agreement~~Combination, ~~will~~which ~~terminate~~are ata ~~Closing~~significant segment expense, ~~except~~and ~~for~~include ~~those~~legal ~~covenants~~fees, and ~~agreements~~advisory ~~that~~fees, byas ~~their~~these ~~terms,~~represent ~~contemplate~~significant ~~performance~~costs ~~after~~affecting ~~Closing.~~the ~~Each~~Company’s consummation of the ~~parties to~~Business ~~the~~Combination. ~~Merger~~Other ~~Agreement~~general ~~has~~and ~~agreed~~administrative toexpenses, ~~use~~including ~~its~~accounting ~~reasonable~~expenses, ~~best~~printing ~~efforts~~expenses, and toregulatory ~~take~~filing orfees, ~~cause~~are reviewed in aggregate to beensure ~~taken~~alignment ~~all~~with ~~actions~~budget and ~~things~~contractual ~~necessary~~obligations. toThese expenses are ~~consummate~~monitored to manage and ~~expeditiously~~forecast ~~implement~~cash available to complete a business combination within the ~~Mergers~~required period.

~~Under the Merger Agreement,~~All ~~the~~other ~~obligations~~segment ofitems ~~the~~included parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) receipt of the Company’s stockholder approval and Xiaoyu Dida stockholder approval; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) no provisions of any applicable Law and no Order (each as defined in the Merger Agreement) shall prohibit or prevent the consummation of the Closing; (iv) all consents, approvals and actions of, filings with and notices to any Governmental Authority required to consummate the transactions, including without limitation, the CSRC Filing Notice (as defined in the Merger Agreement), shall have been made or obtained; (v) the effectiveness of the Registration Statement under the Securities Act; (vi) the Company having at least $5,000,001 of net ~~tangible~~income ~~assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vii) the common stock of Xiaoyu Dida to be issued pursuant to the Merger Agreement being listed~~ or ~~having~~loss ~~been~~are ~~approved~~reported ~~for listing~~ on ~~Nasdaq; (viii) solely with respect to~~ the ~~Company~~unaudited ~~(A)~~condensed ~~the~~statement ~~representations and warranties~~ of ~~Xiaoyu~~operations ~~Dida being true~~ and ~~correct~~described ~~to applicable standards~~within intheir ~~the~~respective Merger Agreement and each of the covenants of Xiaoyu Dida having been performed or complied with in all material respects, and (B) since the date of the Merger Agreement there not having been a material adverse effect on Xiaoyu Dida that is continuing; and (ix) solely with respect to Xiaoyu Dida, (A) the representations and warranties of the Company being true and correct to applicable standards in the Merger Agreement and each of the covenants of the Company having been performed or complied with in all material respects, (B) since the date of the Merger Agreement there not having been a material adverse effect on the Company that is continuing, and (C) the effective resignations of certain directors and executive officers of the Companydisclosures. The Merger Agreement does not include a minimum cash condition. Because the parties’ obligations to consummate the Merger are subject to the satisfaction or waiver of these, and other, conditions, there is no guarantee that the Merger will be consummated.

~~The Merger Agreement~~NOTE ~~may~~11 be- ~~terminated~~SUBSEQUENT ~~under certain customary and limited circumstances at any time prior to the Effective Time as follows:~~EVENTS

~~(i)~~The Company bydid ~~mutual~~not ~~written~~identify ~~consent~~any ofsubsequent ~~the~~events ~~Company~~that ~~and~~require ~~Xiaoyu~~disclosure ~~Dida;~~other than those previously disclosed above.

(ii) by either the Company or Xiaoyu Dida if the Closing is not consummated on or before December 31, 2025 (the “Outside Date”), provided that the failure to consummate the Closing by the Outside Date is not due to a material breach by the party seeking to terminate and which such breach is the proximate cause for the conditions to close not being satisfied;26

~~(iii)~~Item 2. byManagement’s ~~either~~Discussion ~~the~~and ~~Company~~Analysis ~~or Xiaoyu Dida if the other party has breached any~~ of ~~its~~Financial ~~covenants~~Condition ~~or representations~~ and ~~warranties~~Results ~~such~~of that closing conditions would not be satisfied at the Closing (subject to a 30-days cure period for breaches that are curable), provided that such right to terminate will not be available to either party if it has breached in any material respect its obligations set forth in the Merger Agreement;Operations

~~(iv)~~References to ~~by either~~ the “Company,” or“our,” ~~Xiaoyu~~“us” ~~Dida~~or if“we” ~~any~~refer ~~Order~~to ~~(as~~Four ~~defined~~Leaf inAcquisition ~~the~~Corporation. ~~Merger~~The following ~~Agreement)~~discussion ~~having~~and ~~the~~analysis ~~effect~~ of ~~prohibiting~~the orCompany’s ~~preventing~~financial ~~the~~condition ~~consummation~~and results of ~~the~~operations ~~Closing~~should ~~shall~~ be read in ~~effect~~conjunction with ~~and~~the ~~shall~~unaudited ~~have~~condensed ~~become~~financial ~~final~~statements and ~~non-appealable;~~the ~~provided,~~notes ~~however,~~thereto ~~that~~contained ~~the~~elsewhere ~~right~~in ~~to terminate~~ this ~~shall~~report. ~~not~~Certain beinformation ~~available~~contained in tothe adiscussion ~~party~~and ifanalysis ~~such~~set ~~Order~~forth ~~was~~below ~~due~~includes toforward-looking ~~such~~statements ~~party’s~~that ~~breach~~involve ofrisks orand ~~failure to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement;~~uncertainties.

26Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (vthe “Securities Act”), byand ~~either~~Section 21E of the ~~Company~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or ~~Xiaoyu~~achievements ~~Dida~~to ifbe materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the ~~CSRC~~negative ~~Filing~~of ~~Notice~~such ~~has~~terms or other similar expressions. Such statements include, but are not ~~been~~limited ~~obtained~~to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. The Company’s securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Except as expressly required by applicable securities law, the ~~Outside~~Company ~~Date;~~disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~(vi)~~Risks and by either Company or Xiaoyu Dida if Company stockholder approval shall not have been obtained by reason of the failure to obtain the required vote upon a vote held at the special meeting or any adjournment or postponement thereof; orUncertainties

~~(vii)~~Results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the ~~Company~~financial ifmarkets, ~~Xiaoyu~~many ~~Dida~~of ~~shareholder~~which ~~approval~~are ~~shall~~beyond ~~not~~its ~~have~~control. ~~been~~The ~~obtained~~business could be impacted by various ~~reason~~social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, and other uncertainties regarding actual and potential shifts in the ~~failure~~U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to ~~obtain~~increased market volatility and economic uncertainties or deterioration in the ~~required~~U.S. ~~vote~~and worldwide. More specifically, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs, including rising trade tensions between the United States and China, could have a material adverse effect on our ability to complete a Business Combination and the value of our securities. We cannot at this time fully predict the ~~general~~likelihood ~~meeting~~of ~~duly~~one ~~convened~~or ~~therefor~~more of the above events, their duration or atmagnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. Our unaudited condensed financial statements do not include any ~~adjournment~~adjustments orthat ~~postponement~~might ~~thereof~~result from the outcome of these uncertainties.

~~If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or further obligation under the Merger Agreement.~~Overview

~~Our~~We are ~~sponsor~~a isblank ~~ALWA~~check ~~Sponsor~~company incorporated in Delaware on March 3, 2022, for the purpose of acquiring, merging with, engaging in capital ~~LLC~~stock (exchange with, purchasing all or substantially all of the ~~“Sponsor”)~~assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a ~~Delaware~~single ~~limited~~operating ~~liability~~entity, or one or more related or unrelated operating entities operating in any sector. We are an emerging growth company and, as such, are subject to all the risks associated with emerging growth companies.

~~The registration statement for the Company’s initial public offering (“IPO”) was declared effective on March 16, 2023.~~ On ~~March 16, 2023, the Company~~ ~~consummated its IPO of 5,200,000 units (“Units”). On March~~ December 17, ~~2023~~2024, ~~the~~we ~~underwriters~~entered ~~partially~~into ~~exercised~~an ~~their~~Agreement ~~over-allotment option~~ and ~~purchased~~Plan ~~221,000 additional Units. Each Unit consists~~ of ~~one~~Merger ~~share of Class A common stock, $0.0001 par value per share~~ (~~“Class A~~the ~~common stock” or~~ “~~Public~~Merger ~~Shares~~Agreement”), ~~and~~with ~~one~~Xiaoyu ~~redeemable~~Dida ~~warrant exercisable into one share of Class A common stock at~~Interconnect anInternational ~~exercise~~Limited, ~~price~~a ofCayman ~~$11.50~~Islands ~~per~~exempted ~~share~~company, ~~(“Public~~commonly ~~Warrant”).~~known ~~The~~as ~~Units~~Smart ~~were~~Station, ~~sold~~and atfurther andescribed ~~offering~~in ~~price~~Note of1 ~~$10.00~~to ~~per~~the ~~Unit, generating~~unaudited ~~total~~condensed ~~gross~~financial ~~proceeds of $54,210,000~~statements.

~~Simultaneously with the~~Our ~~consummation~~sponsor ofis ~~the~~ALWA ~~IPO~~Sponsor ~~and~~LLC (the ~~sale of the Units, the Company consummated the private placement (~~“~~Private Placement~~Sponsor”) ~~of 3~~,~~576,900~~ ~~warrants (“Private Placement Warrants”) to the Sponsor at~~ a ~~price~~Delaware oflimited ~~approximately~~liability $1company.~~00 per Placement Warrant, generating total proceeds of $3,577,000.~~

Transaction costs amounted to $4,019,087 consisting of $2,710,500 of underwriting commissions, the Representative Shares (as defined below), and $1,038,067 of other offering costs. At the IPO date, cash of $974,028 was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working capital purposes.27

InThe registration ~~conjunction~~statement ~~with~~for ~~this~~the Company’s initial public offering (“IPO”) was declared effective on March 16, 2023. ~~Public~~On ~~Offering~~March 16, 2023, the Company ~~issued~~consummated toits IPO of 5,200,000 units (“Units”). On March 17, 2023, the ~~underwriter~~underwriters partially 54exercised their over-allotment option and purchased 221,~~210~~000 ~~shares~~additional Units. Each Unit consists of one share of Class A common stock, ~~for~~$0.0001 ~~nominal~~par ~~consideration~~value per share (~~the~~“Class A common stock” or “~~Representative~~ Public Shares”)., ~~The~~and ~~fair~~one ~~value~~redeemable warrant exercisable into one share of ~~the~~Class ~~Representative~~A ~~Shares~~common ~~accounted~~stock ~~for~~at asan ~~compensation~~exercise ~~under~~price ~~Accounting~~of ~~Standards~~$11.50 ~~Codification~~per share (~~“ASC”) 718,~~each a “~~Compensation—Stock~~Public ~~Compensation~~Warrant” (and collectively, “~~ASC~~Public ~~718~~Warrants”). ~~was~~The ~~included~~Units inwere ~~the~~sold ~~offering~~at ~~costs.~~an ~~The~~offering ~~estimated~~price ~~fair value~~ of ~~the~~$10.00 ~~Representative~~per ~~Shares~~Unit, asgenerating oftotal ~~the~~gross ~~IPO~~proceeds ~~date~~of ~~totaled~~ $~~270~~54,~~520~~210,000.

~~Following the closing~~Simultaneously ofwith the ~~IPO,~~consummation ~~an amount~~ of ~~$55,836,300 ($10.30 per Unit) from~~ the ~~net~~IPO ~~proceeds~~and of the sale of the Units, in the ~~IPO~~Company ~~and~~consummated the ~~sale~~private ofplacement ~~the Private Placement Warrants was placed in a trust account~~ (~~the~~ “~~Trust~~Private ~~Account~~Placement”)~~, to be invested in U.S. government securities, within~~ ~~the meaning set forth in Section 2(a)(16)~~ of ~~the Investment Company Act of 1940~~3,576,900 aswarrants ~~amended~~ (~~the~~ “~~Investment~~Private ~~Company~~Placement ~~Act~~Warrants”~~), with~~ aand ~~maturity of 185 days or less~~collectively, orwith ~~in any open-ended investment company that holds itself out as a money market fund meeting~~ the ~~conditions~~ ofPublic ~~Rule 2a-7 of the Investment Company Act~~Warrants, ~~as determined by~~ the ~~Company. Except with respect to interest earned on the funds~~“Warrants”) ~~held in the Trust Account that may be released~~ to the ~~Company~~Sponsor toat ~~pay its tax obligations, the proceeds from the IPO will not be released from the Trust Account until the earlier of: (~~a) ~~the~~price ~~completion~~ of ~~the~~approximately ~~Company’s~~$1.00 ~~initial~~per ~~business~~Placement ~~combination~~Warrant, orgenerating ~~(b)~~total ~~the~~proceeds ~~redemption~~ of ~~the Company’s Public Shares if the Company is unable to complete its initial business combination in the prescribed time frame~~$3,577,000.

~~The Company’s management~~Transaction ~~has~~costs ~~broad~~amounted ~~discretion with respect~~ to ~~the~~$4,019,087 ~~specific~~consisting ~~application~~ of ~~the~~$2,710,500 ~~net~~of ~~proceeds~~underwriting ofcommissions, the ~~IPO~~Representative ~~and~~Shares ~~the~~(as ~~Private~~defined ~~Placement Warrants~~below), ~~although~~and ~~substantially~~$1,038,067 ~~all~~ of ~~the~~other ~~net~~offering ~~proceeds are intended to be applied generally toward consummating a business combination~~costs. ~~There~~At ~~is no assurance that~~ the ~~Company~~IPO ~~will~~date, becash ~~able~~of to$974,028 ~~complete~~was aheld ~~business~~outside ~~combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value~~ of ~~at least 80% of~~ the ~~assets held in the~~ Trust Account (~~excluding~~as ~~the~~defined ~~taxes~~below) ~~payable on interest earned~~ and ~~less any interest earned thereon that~~ is available ~~released~~ for ~~taxes) at~~ the ~~time~~payment of the ~~agreement~~Note to(as ~~enter~~defined ~~into~~herein) ~~the~~when ~~initial business combination. However~~necessary, ~~the~~payment ~~Company will only complete a business combination if the post-transaction company owns or acquires 50% or more~~ of ~~the~~accrued ~~outstanding~~offering ~~voting~~costs ~~securities~~and ~~of the target or otherwise acquires an interest in the target sufficient~~ for itworking ~~not~~capital ~~to be required to register as an investment company under the Investment Company Act 1940~~purposes.

In conjunction ~~connection~~ with ~~any proposed~~this ~~initial~~Public ~~business combination~~Offering, the Company ~~will~~issued ~~either: (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which stockholders may seek~~ to ~~convert~~the ~~their~~underwriter ~~shares~~54,210 ~~regardless~~shares of ~~whether~~Class ~~they~~A ~~vote~~common stock for ornominal ~~against~~consideration (the ~~proposed~~“Representative ~~business~~Shares”). ~~combination~~The orfair dovalue ~~not vote at all, into their pro rata share~~ of the ~~aggregate~~Representative ~~amount~~Shares ~~then~~accounted onfor ~~deposit~~as incompensation ~~the~~under ~~Trust~~Accounting ~~Account~~Standards ~~(net~~Codification ~~of taxes payable), or~~ (2“ASC”) ~~provide~~718, ~~its~~“Compensation—Stock ~~stockholders~~Compensation” ~~with~~(“ASC ~~the~~718”) ~~opportunity~~was ~~to sell their shares to the Company by means of a~~included ~~tender~~in ~~offer (and thereby avoid~~ the ~~need~~offering ~~for~~costs. aThe ~~stockholder~~estimated ~~vote)~~fair ~~for~~value ~~an amount equal to their pro rata share~~ of the ~~aggregate~~Representative ~~amount~~Shares ~~then on~~as ~~deposit~~of in the ~~Trust~~IPO ~~Account~~date ~~(net~~totaled ~~of taxes payable)~~$270, ~~in each case subject to the limitations described herein~~520.

If Following the ~~Company~~closing ~~engages in~~of athe ~~tender offer~~IPO, ~~such~~an ~~tender~~amount ~~offer~~of ~~will~~$55,836,300 be($10.30 ~~structured~~per soUnit) ~~that~~from ~~each~~the ~~stockholder~~net ~~may~~proceeds ~~tender~~of ~~all~~the sale of ~~his,~~the ~~her~~Units orin ~~its~~the ~~shares~~IPO ~~rather~~and ~~than~~the asale ~~pro~~of ~~rata~~the ~~portion~~Private ofPlacement ~~his,~~Warrants ~~her~~was orplaced ~~its~~in ~~shares.~~a ~~The~~trust ~~decision~~account as(the “Trust Account”), to ~~whether~~be ~~the~~invested ~~Company~~in ~~will~~U.S. ~~seek~~government securities, ~~stockholder~~within ~~approval~~the ofmeaning aset ~~proposed~~forth ~~business combination~~in orSection 2(a)(16) ~~will~~of ~~allow~~the ~~stockholders~~Investment toCompany ~~sell~~Act ~~their~~of ~~shares~~1940, toas amended (the “Investment Company inAct”), with a ~~tender~~maturity ~~offer~~of ~~will~~185 bedays ~~made~~or ~~by the Company~~less, ~~solely~~or in ~~the Company’s~~any ~~discretion,~~open-ended ~~and~~investment ~~will~~company bethat ~~based~~holds onitself aout ~~variety~~as ofa ~~factors~~money ~~such~~market fund asmeeting the ~~timing~~conditions of Rule 2a-7 of the ~~transaction~~Investment ~~and~~Company ~~whether~~Act, ~~the~~as ~~terms~~determined ofby the ~~transaction~~ ~~would~~Company. ~~otherwise~~Except ~~require~~with usrespect to ~~seek~~interest earned ~~stockholder~~on ~~approval.~~the Iffunds ~~the~~held ~~Company~~in ~~determines~~the toTrust ~~allow~~Account ~~stockholders~~that tomay ~~sell~~be ~~their~~released ~~shares~~ to the Company into apay ~~tender~~its ~~offer~~tax obligations, itthe ~~will~~proceeds ~~file~~from ~~tender~~the ~~offer~~IPO will ~~documents~~not ~~with~~be released from the ~~U.S.~~Trust ~~Securities~~Account ~~and~~until ~~Exchange~~the ~~Commission~~earlier of: (~~“SEC”~~a) ~~which~~ ~~will~~the ~~contain~~completion ~~substantially~~of the ~~same~~Company’s ~~financial~~initial ~~and~~business ~~other~~combination, or ~~information~~(b) ~~about~~the redemption of the ~~initial~~Company’s ~~business~~Public ~~combination~~Shares asif the Company is ~~required~~unable ~~under the~~to ~~SEC’s~~complete ~~proxy~~its ~~rules~~initial business combination in the prescribed time frame.

27The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the agreement to enter into the initial business combination. However, the Company will only complete a business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940.

~~The~~ In connection ~~Company~~with ~~will~~any ~~proceed with~~proposed ainitial business combination, if the Company ~~has~~will ~~net~~either: ~~tangible~~(1) ~~assets~~seek stockholder approval of such initial business combination at ~~least~~a ~~$5,000,001~~meeting ~~upon~~called for such ~~consummation~~purpose at which stockholders may seek to convert their shares, regardless of awhether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit ~~and~~in the Trust Account (net of taxes payable), ifor (2) provide its stockholders with the opportunity to sell their shares to the Company by ~~seeks~~means ~~stockholder~~of ~~approval,~~a tender offer (and thereby avoid the need for a ~~majority~~stockholder vote) for an amount equal to their pro rata share of the ~~issued~~aggregate amount ~~and~~then ~~outstanding~~on ~~shares~~deposit ~~voted~~in ~~are~~the ~~voted~~Trust inAccount ~~favor~~(net of taxes payable), in each case subject to the ~~business combination~~limitations described herein.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its third amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a business combination.28

If, the ~~however~~Company engages in a tender offer, such tender offer will be structured so that each stockholder ~~approval~~ may tender all of ~~the~~his, ~~transactions~~her isor ~~required~~its shares byrather ~~law~~than a pro rata portion of his, her or ~~the~~its ~~Company~~shares. ~~decides~~The decision as to ~~obtain~~whether the Company will seek stockholder approval of ~~for~~a proposed business combination or ~~legal~~will ~~reasons,~~ allow stockholders to sell their shares to the Company ~~will~~in a tender offer towill ~~redeem~~be ~~shares~~made by the Company, solely in ~~conjunction~~the ~~with~~Company’s discretion, and will be based on a ~~proxy~~variety ~~solicitation~~of ~~pursuant~~factors tosuch as the ~~proxy~~timing ~~rules~~of the transaction and whether ~~not~~the ~~pursuant~~terms toof the ~~tender offer~~transaction ~~rules.~~would ~~Additionally,~~otherwise ~~each~~require ~~public~~us to seek stockholder ~~may~~approval. ~~elect~~If the Company determines to ~~redeem~~allow stockholders to sell their ~~Public~~shares ~~Shares~~to ~~irrespective~~the ofCompany ~~whether~~in ~~they~~a ~~vote~~tender ~~for~~offer, orit ~~against~~will file tender offer documents with the SEC which will contain substantially the ~~proposed~~same ~~transaction~~financial and other information about the initial business combination as is required under the SEC’s proxy rules.

~~Notwithstanding the foregoing~~The ~~redemption rights, if the~~ Company ~~seeks~~will ~~stockholder~~proceed ~~approval~~with ofa ~~its initial~~ business combination ~~and~~if the Company ~~does~~has ~~not~~net ~~conduct~~tangible ~~redemptions in~~assets ~~connection with its initial business combination pursuant to the tender offer rules, the Certificate~~ of ~~Incorporation~~at ~~will~~least ~~provide that a public stockholder~~$5,000,001 ~~together~~upon ~~with any affiliate of~~ such ~~stockholder or any other person with whom such stockholder is acting in~~consummation ~~concert~~of ~~or as~~ a ~~“group”~~business ~~(as~~combination ~~defined~~and, ~~under~~if ~~Section 13 of~~ the ~~Securities~~Company ~~Exchange~~seeks ~~Act~~stockholder ~~of 1934~~approval, asa ~~amended~~majority ~~(the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate~~ of ~~15% of~~ the ~~shares~~issued ~~sold~~and inoutstanding ~~the IPO (“Excess Shares”). However, the Company’s stockholders will not be restricted to vote all of their~~ shares ~~(including Excess~~voted ~~shares)~~are ~~for or against the initial business combination. Additionally, such stockholders will not receive redemption distributions~~voted ~~with~~in ~~respect~~favor toof the ~~Excess Shares if the Company completes the initial~~ business combination.

~~The Company’s Sponsor,~~If ~~officers~~a ~~and~~stockholder ~~directors~~vote ~~(collectively,~~is ~~the “Initial Stockholders”) have agreed~~ not torequired ~~propose~~by ~~any~~law ~~amendment~~and to the ~~Certificate of Incorporation that would affect the~~ Company’s ~~public~~does ~~stockholders’~~not ~~ability~~decide to ~~convert~~hold ora ~~sell~~stockholder ~~their~~vote ~~shares~~for ~~to the Company in connection with a~~ business ~~combination as described herein~~ or ~~affect~~other ~~the~~legal ~~substance or timing of the Company’s obligation to redeem~~reasons, ~~100% of its Public Shares if~~ the Company ~~does not complete a business combination by June 22~~will, ~~2025~~pursuant ~~unless~~to ~~the Company provides~~ its ~~public~~second ~~stockholders~~amended ~~with~~and ~~the~~restated ~~opportunity~~certificate ~~to convert their shares~~ of ~~Class~~incorporation, Aas ~~common~~amended ~~stock upon~~ (the ~~approval~~“Certificate of ~~any such amendment at a per-share price~~Incorporation”), ~~payable in cash, equal to the aggregate amount~~ ~~then~~conduct ~~on deposit in~~ the ~~Trust~~redemptions ~~Account,~~pursuant ~~including interest not previously released~~ to the ~~Company~~tender ~~but~~offer ~~net~~rules of ~~franchise and income taxes payable up to~~ the ~~interest~~SEC ~~income~~and ~~from~~file ~~the~~tender ~~Trust~~offer ~~Account,~~documents ~~divided~~with by the ~~number~~SEC ofprior ~~then~~to ~~outstanding~~completing a ~~public~~business ~~shares~~combination.

~~Initial~~If, however, ~~Extension~~stockholder approval of ~~Period~~the transactions is required by law, or the Company decides to ~~Complete~~obtain ~~Initial~~stockholder approval for business ~~Business~~or ~~Combination~~legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

OnNotwithstanding the ~~March 19,~~foregoing ~~2024~~redemption rights, if the Company ~~extended~~seeks ~~the period~~stockholder approval of ~~which~~its itinitial isbusiness ~~able~~combination toand ~~consummate~~the anCompany does not conduct redemptions in connection with its initial business combination bypursuant ato ~~period~~the oftender ~~three~~offer ~~months~~rules, orthe ~~until~~Certificate ~~June 22,~~of ~~2024 (the~~Incorporation ~~“Initial~~will ~~Extension”).~~provide Inthat ~~connection~~a ~~with~~public ~~the~~stockholder, ~~Initial~~together ~~Extension,~~with ~~the~~any ~~Company’s~~affiliate ~~sponsor~~of ~~deposited~~such anstockholder ~~aggregate~~or ofany ~~$542,100 into~~other ~~the~~person ~~Company’s~~with ~~Trust~~whom ~~Account,~~such stockholder is acting in ~~return~~concert ~~for~~or as a ~~convertible~~“group” ~~note~~ (as defined under Section 13 of the ~~“Extension~~Exchange ~~Note”~~Act), ~~included~~will inbe ~~the~~restricted ~~convertible~~from redeeming ~~note~~its –shares ~~related~~with ~~party~~respect ~~balance~~to asmore ofthan ~~March~~an ~~31,~~aggregate ~~2025~~of ~~(see~~15% ~~Note~~of ~~5). If~~ the ~~Company~~shares ~~does~~sold ~~not~~in ~~consummate~~the aIPO ~~business~~(“Excess ~~combination~~Shares”). However, the ~~Extension~~Company’s ~~Note~~stockholders will not be ~~repaid~~restricted ~~and~~to vote all ~~amounts~~of ~~owed~~their ~~under~~shares ~~the~~(including ~~Extension~~Excess ~~Note~~shares) ~~will~~for beor ~~forgiven~~against ~~except to~~ the ~~extent~~initial ~~that~~business ~~there are funds available~~combination. toAdditionally, ~~the~~such ~~Company~~stockholders ~~outside~~will ofnot ~~the~~receive ~~Trust~~redemption ~~Account.~~distributions ~~The~~with ~~Initial~~respect ~~Extension~~to ~~was~~ the ~~first~~Excess ofShares if the ~~two~~Company ~~three-month Extensions permitted under the~~completes ~~Company’s~~the ~~governing~~initial ~~documents~~business combination.

28The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose any amendment to the Certificate of Incorporation that would affect the Company’s public stockholders’ ability to convert or sell their shares to the Company in connection with a business combination as described herein or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a business combination by September 22, 2025 (or June 22, 2026 if the additional extensions are afforded to the Company under the terms of the 2025 Extension) unless the Company provides its public stockholders with the opportunity to convert their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable up to the interest income from the Trust Account, divided by the number of then outstanding Public Shares.

~~2024~~Initial Extension ~~Special~~of ~~Meeting~~Period ofto ~~the~~Complete ~~Stockholders~~Initial Business Combination

On March ~~June 18~~19, 2024, the Company ~~convened~~extended ~~a special~~the ~~meeting~~period of ~~stockholders (the “2024 Special Meeting”), at~~ which ~~the~~it ~~Company’s~~is ~~stockholders~~able ~~approved the amendment~~ to ~~the~~consummate ~~Company’s~~an ~~Certificate~~initial ofbusiness ~~Incorporation~~combination toby ~~provide~~a ~~the~~period ~~Company’s Board~~ of ~~Directors with the right to extend the time~~three ~~period~~months, toor ~~complete~~until anJune ~~initial~~22, ~~business~~2024 ~~combination~~ (the “~~Combination~~Initial ~~Period~~Extension”). upIn toconnection anwith ~~additional~~the ~~twelve~~Initial ~~(12)~~Extension, ~~times~~the ~~for~~Company’s ~~one~~sponsor ~~(1)~~deposited ~~month~~an ~~each~~aggregate ~~time~~of ~~from June 22~~$542,100 ~~2024~~into tothe ~~June 22~~Company’s Trust Account, ~~2025~~in ~~(the~~return ~~“Extension”)~~for a convertible note (the “~~2024~~ Extension ~~Amendment Proposal~~Note”)., ~~The~~included ~~Company~~in ~~also entered into an amendment (~~the ~~“2024~~convertible ~~Trust~~note ~~Amendment”~~– ~~and~~related ~~together~~party ~~with~~balance ~~the~~as ~~2024~~of ~~Extension~~June ~~Amendment Proposal~~30, ~~the~~ ~~“2024~~2025 ~~Charter~~(see ~~Amendment~~Note ~~Proposals”~~5). toIf the ~~Trust~~Company ~~Agreement.~~does ~~The~~not ~~Trust~~consummate ~~Amendment~~a business combination, asthe ~~amended,~~Extension ~~allows~~Note ~~the~~will ~~Company~~not tobe ~~extend the~~repaid ~~Combination~~and ~~Period~~all upamounts toowed anunder ~~additional~~the ~~twelve~~Extension ~~(12)~~Note ~~times~~will ~~for~~be ~~one~~forgiven ~~(1)~~except ~~month~~to the ~~each~~extent ~~time~~that ~~from~~there ~~June 22,~~are ~~2024~~funds available to ~~June 22,~~the ~~2025 by~~Company ~~depositing~~outside ~~into~~of the Trust Account,. ~~for~~The ~~each~~Initial ~~one~~Extension was the first of the two three-month ~~extension,~~Extensions ~~$75,000~~permitted (under the ~~“Extension~~Company’s ~~Payment”)~~governing documents.

In connection with the 2024 Charter Amendment Proposals, the holders of the Company’s Public Shares were given the opportunity to redeem their Public Shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding public Shares. Stockholders holding 2,752,307 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $30.2 million (approximately $10.97 per share) were removed from the Company’s Trust Account to pay such redeeming stockholders.29

~~On June 20,~~ 2024~~, the Company further extended~~ ~~the~~Special ~~period~~Meeting ~~it has to consummate an initial business combination by a period~~ of ~~one month, or until July 22, 2024 (~~the ~~“First 2024 Monthly Extension”). In connection with the one-month extension, the Sponsor deposited $75,000 into the Company’s Trust Account.~~Stockholders

On June ~~July 16~~18, 2024, the Company ~~further~~convened ~~extended~~ a special meeting of stockholders (the ~~period~~“2024 itSpecial ~~has~~Meeting”), at which the Company’s stockholders approved the amendment to ~~consummate~~the anCompany’s ~~initial~~Charter ~~business~~to ~~combination~~provide bythe aCompany’s ~~period~~board of directors with the right to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, or2024 ~~until~~to ~~August~~ June 22, 2025 (the “Extension”) (the “2024 Extension Amendment Proposal”). The Company also entered into an amendment (the “~~Second~~ 2024 Trust ~~Monthly~~Amendment” and together with the 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement. InThe ~~connection~~Trust ~~with~~Amendment, as amended, allows the Company to extend the Combination Period up to an additional twelve (12) times for one- (1) month ~~extension~~each time from June 22, 2024 to June 22, 2025 by depositing into the ~~Sponsor~~Trust ~~deposited~~Account, for each one-month extension, $75,000 ~~into~~ (the ~~Company’s~~“Extension ~~Trust Account~~Payment”).

OnIn connection ~~August 16,~~with the 2024 Charter Amendment Proposals, the ~~Company~~holders ~~further~~of ~~extended~~ the ~~period~~Company’s itpublic ~~has~~shares towere ~~consummate~~given anthe ~~initial~~opportunity ~~business~~to redeem ~~combination~~their bypublic shares for a ~~period~~pro rata share of ~~one~~the ~~month,~~funds oron ~~until~~deposit ~~September 22~~in the Trust Account, ~~2024~~including (any interest earned on the ~~“Third~~Trust ~~2024~~Account ~~Monthly~~deposits ~~Extension”~~(net of taxes payable), divided by the number of then outstanding public shares. InStockholders ~~connection~~holding ~~with~~2,752,307 Public Shares exercised their right to redeem such shares for a pro rata portion of the ~~one-month~~funds ~~extension,~~in the ~~Sponsor~~Company’s ~~deposited~~Trust ~~$75~~Account. As a result,~~000~~ approximately ~~into~~$30.2 million (approximately $10.97 per share) were removed from the Company’s Trust Account to pay such redeeming stockholders.

On June ~~September 18~~20, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~October~~ July 22, 2024 (the “~~Fourth~~First 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On July ~~October 17~~16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~November~~ August 22, 2024 (the “~~Fifth~~Second 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On August ~~November~~ 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~December~~ September 22, 2024 (the “~~Sixth~~Third 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On September ~~December 20~~18, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~January~~ October 22, ~~2025~~2024 (the “~~Seventh~~Fourth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On October ~~January 16~~17, ~~2025~~2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~February~~November 22, ~~2025~~2024 (the “~~First 2025~~Fifth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

29On November 16, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until December 22, 2024 (the “Sixth 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On December ~~February~~ 20, ~~2025~~2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~March~~January 22, 2025 (the “~~Second~~Seventh ~~2025~~ 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On January ~~March 20~~16, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~April~~February 22, 2025 (the “~~Third~~First 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On February ~~April 21~~20, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~May~~March 22, 2025 (the “~~Fourth~~Second 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

On March ~~May 19~~20, 2025, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until ~~June~~April 22, 2025 (the “~~Fifth~~Third 2025 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $75,000 into the Company’s Trust Account.

If the Company is unable to complete an initial business combination by June 22, 2025, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the shares of Class A common stock subject to possible redemption, 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 (less any income or franchise tax obligations and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.30

~~The Company’s Initial Stockholders agreed~~On toApril ~~waive~~21, ~~their~~2025, ~~rights~~the toCompany ~~liquidating~~further ~~distributions~~extended ~~from~~ the ~~Trust~~period ~~Account~~it ~~with~~has ~~respect~~ to ~~any~~consummate ~~shares~~an ~~of Class B common stock, par value $0.0001 per share (“Class B common stock” or “Founder Shares”) held by them if the Company fails to complete its~~ initial business combination ~~within~~by ~~the~~a ~~Combination~~period ~~Period.~~of ~~However,~~one ~~if the Initial Stockholders acquire Public Shares in~~ month, or ~~after~~until ~~the IPO~~May ~~date~~22, ~~they~~2025 ~~will be entitled to liquidating distributions from~~ (the ~~Trust~~“Fourth ~~Account~~2025 ~~with~~Monthly ~~respect to such Public Shares if the Company fails to complete a business combination within the prescribed time frame~~Extension”). ~~The~~In ~~underwriter~~connection ~~has~~with ~~agreed to waive their rights to their deferred underwriting commission (see Note 6) held in~~ the ~~Trust~~one-month ~~Account~~extension, in the ~~event the~~ Company ~~does not complete a business combination within~~’s ~~the~~Sponsor ~~Combination~~deposited ~~Period~~$75,000 ~~and,~~into ~~in such event, such amounts will be included with~~ the ~~other~~Company’s ~~funds held in the~~ Trust Account ~~that will be available to fund the redemption of the Public Shares~~. ~~In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).~~

InOn May ~~order~~19, to2025, ~~protect~~ the ~~amounts~~Company ~~held~~further inextended the ~~Trust Account,~~period ~~the~~it ~~Sponsor~~ has ~~agreed~~ to beconsummate ~~liable~~an toinitial ~~the~~business ~~Company~~combination ~~if and to the extent any claims~~ by a ~~third~~period ~~party~~of ~~for~~one ~~services rendered or products sold to the Company~~month, or auntil ~~prospective~~June ~~target business with which the Company has discussed entering into a transaction agreement~~22, ~~reduce~~ ~~the~~2025 ~~amount of funds in~~ (the ~~Trust~~“Fifth ~~Account~~2025 toMonthly ~~below (1~~Extension”) ~~$10~~.30 ~~per~~In ~~Public~~connection ~~Share~~with ~~or (2)~~ the ~~actual~~one-month ~~amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets~~extension, ~~in each case net of~~ the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s ~~indemnity~~ of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor ~~will~~deposited not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors$75,000 ~~service~~into ~~providers (except~~ the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

302025 Special Meeting of the Stockholders

~~Liquidity~~On June 27, ~~Capital~~2025, ~~Resources~~the Company convened a special meeting of stockholders (the “2025 Special Meeting”), at which the Company’s stockholders approved the amendment to the Company’s Charter to provide the Company’s board of directors with the right to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2025 to June 22, 2026 (the “2025 Extension”) (the “2025 Extension Amendment Proposal”). The Company also entered into an amendment (the “2025 Trust Amendment” and ~~Going~~together ~~Concern~~with the 2025 Extension Amendment Proposal, the “2025 Charter Amendment Proposals”) to the Trust Agreement. The Trust Amendment allows the Company to extend the Combination Period up to an additional twelve (12) times for one (1) month each time from June 22, 2025 to June 22, 2026 by depositing into the Trust Account, for each one-month extension, $75,000 (the “Extension Payment”).

AtIn connection ~~March~~with ~~31,~~the 2025 weCharter Amendment Proposals, the holders of the Company’s public shares were given the opportunity to ~~had~~redeem ~~cash~~their public shares for a pro rata share of $the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 1,~~264~~708,386 ~~and~~Public Shares exercised their right to redeem such shares for a ~~working~~pro ~~capital~~rata ~~deficit~~portion of the funds in the Company’s Trust Account. As a result, approximately $319.9 million (approximately $11.62 per share) of funds were restricted for payment to the redeeming shareholders. As of June 30,~~848~~ 2025,~~205,~~ ~~excluding~~ the ~~franchise~~redemption ~~and~~payment ~~income~~had ~~tax~~yet ~~liabilities~~to occur, and as ~~these~~such, ~~tax~~the ~~liabilities~~$19.9 million restricted for the redeeming shareholders has ~~will~~been bepresented ~~paid~~as ~~using~~Restricted cash – held in trust account on the ~~dividend~~unaudited ~~and~~condensed ~~interest~~balance ~~income~~sheet. ~~earned~~During August of 2025, the Company remitted payment to the redeeming stockholders in the ~~Trust~~amount ~~Account~~of $19.9 million.

~~We have neither engaged~~On inJune ~~any~~18, ~~operations~~2025, ~~nor~~prior ~~generated any revenues~~ to ~~date.~~the ~~Our~~2025 ~~only~~Special ~~activities~~Meeting ~~from~~but ~~March~~ratified 3,as ~~2022~~part ~~(inception)~~of tothe ~~March 31,~~ 2025 ~~were~~Special ~~organizational activities~~Meeting, ~~and~~the ~~those~~Company ~~necessary~~provided funds to ~~consummate~~further extend the ~~IPO,~~period ~~identify~~it ahas ~~target~~to ~~company and~~ consummate aan initial business combination. Weby doa ~~not~~period ~~expect to~~of ~~generate~~one ~~any~~month, ~~operating~~or ~~revenues~~ until ~~after~~July ~~the~~22, ~~completion~~2025 of(the ~~our~~“Sixth 2025 ~~business~~Monthly ~~combination~~Extension”). WeIn ~~have~~connection ~~generated~~with ~~and~~the ~~expected to generate non~~one-~~operating~~month ~~income~~extension, in the ~~form~~Company’s ofSponsor ~~dividend~~deposited ~~and~~$75,000 ~~interest~~into ~~income on marketable securities held in~~ the Company’s Trust Account. ~~We have incurred and expect to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as due diligence expenses.~~

~~Our liquidity needs prior~~On toJuly ~~the consummation of the IPO were satisfied through the proceeds of $25~~15,~~000~~ ~~from the sale of the Founder Shares~~2025, ~~and loans from our Sponsor. Subsequent to~~ the ~~consummation of the IPO, the~~ Company’s ~~liquidity~~further ~~needs~~extended ~~have been and will continue to be satisfied through~~ the ~~net~~period ~~proceeds~~it ~~held~~has ~~outside of the Trust Account from the consummation of the IPO and the Private Placement, and the Working Capital Loans provided by the Sponsor (see below). In order~~ to ~~finance~~consummate ~~the Company’s operations as well as transaction costs in connection with~~ an initial business combination, ~~our~~by ~~Sponsor,~~a anperiod ~~affiliate~~ of ~~our~~one ~~Sponsor~~month, or ~~certain~~until ofAugust ~~our officers and directors or their affiliates may~~22, ~~but~~2025 ~~are not obligated to, loan~~ (the ~~Company funds as may be required (~~“~~Working~~Seventh ~~Capital~~2025 ~~Loans~~Monthly Extension”). ~~The~~In ~~Working~~connection ~~Capital~~with ~~Loans are~~the toone-month ~~be repaid upon consummation of a business combination~~extension, ~~without interest, or, at~~ the ~~lender~~Company’s Sponsor ~~option,~~deposited ~~up to~~ $275,000~~,000~~ ~~of the outstanding Working Capital Loans are convertible~~ into ~~warrants~~the atCompany’s aTrust ~~price of $1~~Account.~~00 per warrant. As of March 31, 2025, we had $2,551,100 of outstanding Working Capital Loans from our Sponsor.~~

AsOn August ~~of March 31~~19, 2025, we ~~had cash equivalents in~~ the ~~form~~Company offurther ~~marketable~~extended ~~securities in~~ the ~~Trust~~period ~~Account~~it ofhas ~~$30,666,039. We intend~~ to ~~use~~consummate ~~substantially~~an ~~all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions of $1,897,350) to complete its~~ initial business combination, toby ~~the~~a ~~extent~~period ~~that~~of ~~our~~one ~~capital stock or debt is used~~month, ~~in whole~~ or inuntil ~~part~~September 22, as2025 ~~consideration~~(the to“Eighth ~~complete~~2025 ~~its~~Monthly ~~initial business combination~~Extension”). WeIn ~~may~~connection ~~also~~with ~~withdraw~~the ~~dividend~~one-month ~~and~~extension, ~~interest~~the ~~income earned in~~Company’s ~~the~~Sponsor ~~Trust~~deposited ~~Account~~$75,000 tointo ~~pay~~the ~~income~~Company’s ~~and~~Trust ~~franchise taxes~~Account.

~~During~~ If the ~~year~~Company ~~ended December~~is 31unable to complete an initial business combination by September, ~~2024~~2025 (or June 22, 2026 if the additional extensions are afforded to the Company ~~withdrew~~under $1the terms of the 2025 Extension),~~031~~ the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible,~~029~~ but not more than ten business days thereafter, redeem the shares of ~~interest~~Class A ~~and~~common ~~dividend~~stock ~~income~~subject ~~earned~~to possible redemption, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, ~~for~~including ~~payment~~interest ofearned on the ~~Company’s franchise~~funds ~~and~~held in the Trust Account (less any income or franchise tax ~~liabilities.~~obligations Asand ofup ~~March~~to 31$100,000 of ~~2025~~interest ~~and~~to ~~December~~pay 31dissolution expenses), ~~2024~~divided by the number of then outstanding shares of Class A common stock, ~~$126~~which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,~~150~~ if any); and ~~$99,006,~~(iii) as ~~respectively~~promptly as reasonably possible following such redemption, ofsubject to the ~~funds~~approval ~~were inadvertently~~of ~~used~~the ~~for~~remaining stockholders and the ~~payments~~board of ~~general~~directors, ~~operating~~liquidate ~~expenses.~~and ~~The~~dissolve, ~~Company~~subject isin each ~~expected~~case to ~~replenish~~the ~~these~~Company’s ~~amounts~~obligations ~~via~~under aDelaware ~~Working~~law ~~Capital Loan~~to ~~from~~provide ~~its~~for ~~Sponsor~~claims orof ~~another~~creditors ~~similar~~and ~~type~~the requirements of ~~financing~~other applicable law.

The Initial Stockholders have agreed not to propose any amendment to our Certificate of Incorporation that would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a business combination by June 22, 2025 unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company but net of franchise and income taxes payable, divided by the number of then outstanding Public Shares.31

31The Company’s Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the Initial Stockholders acquire public shares in or after the IPO date, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a business combination within the prescribed time frame. The underwriter has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a business combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00).

~~The~~In order ~~$1,264~~to protect the amounts held ~~outside of~~in the Trust Account, asthe ofSponsor ~~March~~has ~~31,~~agreed ~~2025~~to ~~will not~~ be ~~sufficient~~liable to ~~allow~~ the Company if and to ~~operate~~the ~~for~~extent atany ~~least~~claims by ~~the~~a ~~next~~third 12party ~~months~~for ~~from the~~services ~~issuance~~rendered ofor ~~these~~products ~~unaudited~~sold ~~condensed~~to ~~financial~~the ~~statements~~Company, ~~assuming~~or ~~that~~ a ~~business~~prospective ~~combination~~target isbusiness ~~not~~with ~~consummated~~which ~~during~~the ~~that~~Company ~~time.~~has discussed ~~Giving~~entering ~~effect~~into toa ~~the~~transaction ~~2024~~agreement, ~~Charter~~reduce ~~Amendments~~the ~~discussed~~amount ~~above,~~of funds in the ~~Company~~Trust ~~has~~Account ~~until~~to ~~June~~below ~~22,~~(1) ~~2025,~~$10.30 toper ~~complete~~Public anShare ~~initial~~or ~~business~~(2) ~~combination,~~the actual ~~subject~~amount toper ~~the~~Public ~~Company~~Share ~~making~~held in the ~~required~~ Trust Account ~~deposits.~~ Ifas anof ~~initial~~the ~~business~~date ~~combination~~of isthe ~~not~~liquidation ~~consummated~~of bythe ~~June~~Trust ~~22,~~Account ~~2025,~~due ~~there~~to ~~will~~reductions bein the avalue ~~mandatory~~of ~~liquidation~~the ~~and~~trust ~~subsequent~~assets, ~~dissolution~~in each case net of the ~~Company.~~interest ~~The~~which ~~Company~~ may ~~need~~be withdrawn to ~~raise additional~~pay ~~capital~~taxes. ~~through~~This ~~loans~~liability orwill ~~additional~~not ~~investments~~apply ~~from~~with respect ~~its~~to ~~Sponsor,~~any ~~stockholders,~~claims ~~officers,~~by ~~directors,~~a or third ~~parties.~~party ~~The Company’s~~who ~~officers,~~executed ~~directors~~a ~~and~~waiver ~~Sponsor~~of ~~may,~~any ~~but~~and ~~are~~all ~~not~~rights ~~obligated~~ to, ~~loan~~seek access to the ~~Company~~Trust ~~funds,~~Account ~~from~~and ~~time~~except as to ~~time~~any orclaims atunder ~~any~~the ~~time, in~~Company’s ~~whatever~~indemnity ~~amount~~of ~~they~~the ~~deem~~underwriter ~~reasonable~~of inthe ~~their~~IPO ~~sole~~against ~~discretion~~certain liabilities, toincluding ~~meet~~liabilities under the ~~Company’s~~Securities ~~working~~Act ~~capital~~of ~~needs~~1933, ~~and~~as ~~provide~~amended ~~for~~(the “Securities Act”). Moreover, in the event that an executed waiver is ~~required~~deemed ~~monthly~~to ~~extension~~be ~~Trust~~unenforceable ~~Account~~against ~~deposits.~~a ~~Accordingly~~third party, the ~~Company~~Sponsor ~~may~~will not be ~~able~~responsible to ~~obtain~~the ~~additional~~extent ~~financing.~~of Ifany ~~the~~liability ~~Company~~for such third-party isclaims. ~~unable~~The toCompany ~~raise~~will ~~additional~~seek ~~capital,~~to itreduce ~~may~~the bepossibility ~~required~~that tothe ~~take~~Sponsor ~~additional~~will ~~measures~~have to ~~conserve~~indemnify ~~liquidity,~~the ~~which~~Trust ~~could~~Account ~~include,~~due ~~but not~~to ~~necessarily~~claims beof ~~limited~~creditors by endeavoring to, ~~curtailing~~have ~~operations~~all vendors, ~~suspending~~service providers (except the ~~pursuit~~Company’s ofindependent aregistered ~~potential~~public ~~transaction~~accounting firm), ~~and~~prospective target ~~reducing~~businesses ~~overhead~~or ~~expenses. The~~other entities with which the Company ~~cannot~~does ~~provide~~business, execute agreements with the Company waiving any ~~assurance~~right, ~~that~~title, interest ~~new~~or ~~financing~~claim ~~will~~of beany ~~available~~kind toin itor onto ~~commercially~~monies ~~acceptable~~held ~~terms,~~in ifthe atTrust ~~all~~Account.

~~Management has determined~~Liquidity, ~~that~~Capital ~~our~~Resources ~~liquidity condition, potential mandatory liquidation~~ and ~~subsequent~~Going dissolution raise substantial doubt about the Company’s ability to continue as a going concern, assuming a Business Combination is not consummated before June 22, 2025. Our financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.Concern

~~We believe that the proceeds~~At ~~raised~~June 30, in the IPO and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow us to meet the expenditures required for its activities until a business combination is complete. However2025, ifwe ~~the~~had ~~estimate~~cash of ~~the costs of identifying a target business~~$9,804 ~~undertaking in-depth due diligence~~ and ~~negotiating~~a anworking ~~initial~~capital ~~business~~deficit ~~combination~~of ~~are less than the actual amount necessary to do so~~$4, ~~we may have insufficient funds available to operate our business prior to the initial business combination. Moreover~~597,916, weexcluding ~~may need to obtain additional financing either to complete~~ the ~~initial~~franchise ~~business~~and ~~combination~~income ortax ~~because we become obligated~~liabilities, toas ~~redeem~~these atax ~~significant~~liabilities ~~number~~will ofbe ~~Public~~paid ~~Shares~~using ~~upon completion of~~ the ~~initial~~dividend ~~business~~and ~~combination,~~interest inincome ~~which~~earned ~~case we may issue additional securities or incur debt~~ in ~~connection~~the ~~with~~Trust ~~such initial business combination~~Account.

~~Results~~We have neither engaged in any operations nor generated any revenues to date. Our only activities from March 3, 2022 (inception) to June 30, 2025 were organizational activities and those necessary to consummate the IPO and identify a target company for a business combination. We do not expect to generate any operating revenues until after the completion of ~~Operations~~our business combination. We have generated and expected to generate non-operating income in the form of dividend and interest income on marketable securities held in the Company’s Trust Account. We have incurred and expect to 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.

~~Since~~Our liquidity needs prior to the consummation of the IPO were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and loans from our Sponsor. Subsequent to the consummation of the IPO, the Company’s ~~activity~~ ~~has~~liquidity needs have been ~~limited~~and will continue to be satisfied through the ~~search~~net ~~for~~proceeds aheld ~~prospective~~outside ~~initial~~of ~~business~~the ~~combination~~Trust Account from the consummation of the IPO and ~~activities~~the Private Placement, and the Working Capital Loans provided by the Sponsor (see below). In order to ~~complete~~finance the Company’s operations as well as transaction costs in connection with an initial business combination, our Sponsor, an affiliate of our Sponsor, or certain of our officers and directors ~~with~~or ~~Xiaoyu~~their ~~Dida.~~affiliates ~~The~~may, ~~Company~~but ~~will~~are not ~~generate~~obligated ~~any~~to, ~~operating~~loan ~~revenues~~the ~~until~~Company ~~the~~funds ~~closing~~as may be required (“Working Capital Loans”). The ~~and~~Working ~~completion~~Capital ofLoans anare ~~initial~~to be repaid upon consummation of a business combination, without interest, or, at the ~~earliest~~lender’s option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into warrants at a price of $1.00 per warrant. As of June 30, 2025, we had $3,116,100 of outstanding Working Capital Loans from our Sponsor.

~~For the three months~~As ~~ended~~of ~~March 31~~June 30, 2025, ~~the~~we ~~Company~~ had acash ~~net~~in ~~loss~~the Trust Account of $5911,~~229~~354,936, which ~~was~~excludes ~~primarily related to~~ $~~314~~19,~~815~~856,826 of ~~formation~~restricted ~~and~~cash ~~operating~~to ~~costs~~be used for ~~and~~pending ~~$60,896~~Class ofA ~~income~~common ~~tax~~stock ~~expense~~redemptions, ~~partially~~which ~~offset~~occurred byon ~~$316~~June 27,~~482~~ of2025. ~~dividend~~We ~~and~~intend ~~interest~~to ~~income~~use ~~earned~~substantially inall of the funds held in the Trust Account., ~~For~~including ~~the~~any ~~three months~~amounts ~~ended~~representing ~~March~~interest ~~31,~~earned ~~2024,~~on the ~~Company~~Trust ~~had~~Account ~~net~~(less ~~income~~deferred underwriting commissions of $~~130~~1,~~602~~897,350) to ~~which~~complete ~~was~~the ~~primarily~~initial ~~related~~business combination, to ~~$757,940~~the ofextent ~~dividend~~that ~~and~~our ~~interest income~~capital ~~earned~~stock inor ~~the~~debt ~~Trust~~is ~~Account~~used, ~~offset~~in bywhole ~~$452~~or in part,~~417~~ ofas ~~formation~~consideration to ~~and~~complete ~~operating~~its ~~costs~~initial business combination. We may also withdraw dividend and ~~$174,921~~interest ofincome earned in the Trust Account to pay income and ~~tax~~franchise ~~expense~~taxes.

Formation and operating costs decreased during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily due to the decreases in accounting and legal expenses. The dividend and interest income decreased for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to the redemptions of the Trust Account that occurred on June 18, 2024. Income tax expense for the three months ended March 31, 2025 decreased in line with the decrease in dividend and interest income earned in the Trust Account.32

32During the year ended December 31, 2024, the Company withdrew $1,031,029 of interest and dividend income earned in the Trust Account for payment of the Company’s franchise and income tax liabilities. As of June 30, 2025 and December 31, 2024, $117,610 and $99,006, respectively, of the funds were inadvertently used for the payments of general operating expenses. The Company is expected to replenish these amounts via a Working Capital Loan from its Sponsor or another similar type of financing.

~~Commitments~~During August of 2025, the Company withdrew an additional $271,346 of interest and ~~Contractual~~dividend income earned in the Trust Account for payment of ~~Obligations~~the Company’s franchise and income tax liabilities.

~~Registration~~The Initial ~~Rights~~Stockholders have agreed not to propose any amendment to our Certificate of Incorporation that would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a business combination by September 22, 2025 (or June 22, 2026 if the additional extensions are afforded to the Company under the terms of the 2025 Extension) unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon the approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company net of franchise and income taxes payable, divided by the number of then outstanding Public Shares.

The $9,804 ~~holders~~held outside of the ~~Founder Shares,~~Trust ~~Private~~Account ~~Placement~~as ~~Warrants~~of June 30, ~~warrants~~2025 ~~that~~will ~~may~~not be ~~issued~~sufficient ~~upon~~to ~~conversion~~allow ofthe upCompany to ~~$2,000,000~~operate for at least the next 12 months from the issuance of ~~Working~~these ~~Capital~~unaudited ~~Loans~~condensed financial statements, ~~any~~assuming ~~shares of~~that ~~Class~~a Abusiness ~~common~~combination ~~stock~~is ~~issuable~~not ~~upon~~consummated during ~~the~~that ~~exercise~~time. ofGiving effect to the ~~Private~~2025 ~~Placement~~Charter ~~Warrants~~Amendments ~~and~~discussed ~~Class~~above, Athe ~~common~~Company ~~stock~~has ~~issuable~~until ~~upon~~September ~~conversion of~~22, ~~the~~2025 ~~Founder~~(or June ~~Shares~~22, ~~are~~2026 ~~entitled~~if tothe ~~registration~~additional ~~rights~~extensions ~~pursuant~~are afforded to athe ~~registration~~Company ~~rights~~under ~~agreement~~the ~~signed~~terms atof the ~~effective~~2025 ~~date~~Extension) ofto complete an initial ~~the~~business ~~IPO~~combination, ~~requiring~~subject to the Company tomaking ~~register~~the ~~such~~required ~~securities~~Trust ~~for~~Account ~~resale~~deposits. If an initial business combination is not consummated by September 22, 2025 (inor June 22, 2026 if the ~~case~~additional extensions are afforded to the Company under the terms of the ~~Founder~~2025 ~~Shares~~Extension), ~~only~~there ~~after~~will ~~conversion~~be toa ~~Class~~mandatory liquidation and subsequent dissolution of the Company. The Company Amay ~~common~~need ~~stock)~~to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The ~~holders~~Company’s ofofficers, ~~the~~directors ~~majority~~and ofthe ~~these~~Sponsor ~~securities~~may, but are ~~entitled~~not obligated to, ~~make~~loan upthe Company funds, from time to ~~three~~time ~~demands~~or at any time, ~~excluding~~in ~~short~~whatever ~~form~~amount ~~demands that~~they deem reasonable in their sole discretion, to meet the Company’s ~~register~~working ~~such~~capital needs ~~securities.~~and Inprovide ~~addition~~for the required monthly extension Trust Account deposits. Accordingly, the ~~holders~~Company ~~have~~may ~~certain~~not ~~“piggy-back”~~be ~~registration~~able ~~rights~~to ~~with~~obtain ~~respect~~additional financing. If the Company is unable to ~~registration~~raise ~~statements~~additional ~~filed~~capital, ~~subsequent~~it may be required to ~~the~~take ~~completion~~additional ofmeasures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the ~~initial~~pursuit ~~business~~of ~~combination~~a potential transaction, and reducing ~~rights~~overhead toexpenses. ~~require~~The usCompany cannot provide any assurance that new financing will be available to ~~register~~it on commercially acceptable ~~for~~terms, ~~resale~~if ~~such~~at ~~securities~~all. ~~pursuant~~These conditions raise substantial doubt about our ability to ~~Rule~~continue ~~415~~as ~~under~~a ~~the~~going ~~Securities~~concern, ~~Act~~assuming a business combination is not consummated. ~~The~~Our ~~registration~~unaudited ~~rights~~condensed ~~agreement~~financial ~~does~~statements do not ~~contain~~include ~~liquidated~~any adjustments relating to the recovery of the recorded ~~damages~~assets or ~~other~~the ~~cash~~classification ~~settlement~~of ~~provisions~~the ~~resulting~~liabilities ~~from~~that ~~delays~~might inbe ~~registering~~necessary ~~securities~~should the Company be unable to continue as a going concern.

~~Underwriting~~We believe ~~Agreement~~that the proceeds raised in the IPO and the funds potentially available from loans from the Sponsor or any of their affiliates will be sufficient to allow us to meet the expenditures required for its activities until a business combination is complete. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the initial business combination. Moreover, we may need to obtain additional financing either to complete the initial business combination or because we become obligated to redeem a significant number of Public Shares upon completion of the initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.

~~$1,897,350 in the aggregate~~Results ~~(reflecting the partial exercise by the underwriter~~ of its over-allotment option), will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.Operations

~~Administrative~~Since ~~Support~~the ~~Agreement~~IPO, the Company’s activity has been limited to the search for a prospective initial business combination. The Company will not generate any operating revenues until the closing and completion of an initial business combination, at the earliest.

OnFor the ~~March~~three 22months ended June 30, ~~2023~~2025, the Company ~~entered~~had ~~into~~net ~~the~~loss ~~administrative~~of ~~support~~$88,824, ~~agreement under~~ which itwas ~~pays~~primarily ~~the~~related ~~Sponsor~~to ~~a total of~~ $10320,~~000~~723 ~~per~~of ~~month,~~dividend upand interest ~~until~~income ~~the~~earned ~~completion of~~in the ~~Company’s~~Trust ~~initial~~Account, ~~business~~offset ~~combination~~by ~~or liquidation~~$343,812 ~~for~~of ~~secretarial~~formation and ~~administrative~~general ~~services.~~and ~~The Company’s expenses related to the~~ administrative ~~support~~costs ~~agreement~~and ~~were~~ $3065,~~000~~735 ~~for~~of ~~each~~income tax ofexpense. For the three months ended ~~March 31~~June 30, ~~2025 and~~ 2024~~. Upon completion of the initial business combination or the Company’s liquidation~~, ~~the~~we ~~Company~~had ~~will~~net ~~cease~~income ~~paying these monthly fees. As~~ of ~~March 31~~$166,656, ~~2025~~which ~~and~~was ~~December~~primarily ~~31,~~related ~~2024,~~to $~~212~~737,~~180~~335 ~~and $182,180, respectively,~~ of dividend ~~amounts~~and ~~due~~interest toincome ~~the~~earned ~~Sponsor~~in ~~under~~ the ~~Administrative~~Trust, ~~Support~~offset ~~Agreement remain~~by ~~unpaid~~$424,028 ~~and~~of ~~are~~formation ~~included~~and inoperating ~~Due~~costs toand ~~Related~~$146,651 ~~Party~~of onincome ~~the~~tax ~~Company’s unaudited condensed balance sheets~~expense.

~~Critical Accounting Policies and Estimates~~33

~~The~~For the ~~preparation~~six ofmonths ended June 30, 2025, the ~~financial~~ ~~statements~~Company inhad ~~conformity~~net ~~with~~loss ~~U.S.~~of ~~GAAP~~$148,054, ~~requires~~which ~~management~~was primarily related to ~~make~~$637,205 ~~estimates~~of dividend and interest ~~assumptions~~income ~~that~~earned ~~affect~~in the ~~reported~~Trust ~~amounts~~ Account, offset by $658,628 of ~~assets~~formation and ~~liabilities~~general and ~~disclosure~~administrative costs and $126,631 of ~~contingent~~income tax ~~assets~~expense. ~~and~~For ~~liabilities~~the atsix months ended June 30, 2024, the ~~date~~Company had a net income of ~~the~~$297,258, ~~financial~~which ~~statements.~~was ~~Significant~~primarily ~~assumptions~~related to $1,495,275 ~~include~~of ~~the~~dividend ~~excise~~and ~~tax~~interest ~~liability~~income earned in ~~connection~~the ~~with~~Trust ~~redemption~~Account, ofoffset ~~Class~~by A$876,445 ~~common~~of ~~stock.~~formation ~~Actual~~and ~~results~~operating ~~could~~costs ~~differ~~and ~~from~~$321,572 ~~those~~of ~~estimates~~income tax expense.

~~Derivative~~Formation and ~~Financial~~operating costs decreased during the three and six months ended June 30, 2025 as compared to the three and six months ended June ~~Instruments~~30, 2024 primarily due to the decreases in accounting and legal expenses. The dividend and interest income decreased for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 due a decreased balance in the Trust Account as a result of the redemptions that occurred on June 18, 2024. Income tax expense for the three and six months ended June 30, 2025 decreased in line with the decrease in dividend and interest income earned in the Trust Account.

~~The Company issued warrants~~Commitments ~~to its investors,~~ and ~~the~~Contractual over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.Obligations

~~At the IPO date, the~~Registration Public Warrants and Private Placement Warrants were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815 based on current expected terms, which are subject to change. The over-allotment option was accounted for as a liability under ASC 480, as it is an option exercisable into redeemable shares.Rights

33The holders of the Founder Shares, Private Placement Warrants, warrants that may be issued upon conversion of Working Capital Loans, any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and Class A common stock issuable upon conversion of the Founder Shares, are entitled to registration rights pursuant to a registration rights agreement to be signed at the effective date of the IPO, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion of the Class A common stock). The holders of the majority 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 subsequent to the completion of the initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering securities.

~~Common Stock Subject~~Underwriting ~~to Possible Redemption~~Agreement

~~The Company accounts~~$1,897,350 ~~for its common stock subject to possible redemption~~ in ~~accordance with~~ the ~~guidance~~aggregate ~~in ASC 480. Class A common stock subject to mandatory redemption~~ (ifreflecting ~~any)~~the ~~are~~partial ~~classified~~exercise asby ~~a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within~~ the ~~control~~underwriter of ~~the~~its ~~holder~~over-allotment ~~or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control~~option) ~~are classified as temporary equity. At all other times~~, ~~common~~will ~~stock is classified as stockholders’ equity. The Company’s Class A common stock sold as part of the IPO, feature certain redemption rights that are considered to~~ be ~~outside~~payable ~~of the Company’s control and subject~~ to the ~~occurrence~~underwriter for ofdeferred ~~uncertain~~underwriting ~~future events~~commissions. ~~Accordingly, Class~~The Adeferred ~~common~~fee ~~stock~~will ~~subject~~become topayable ~~possible redemption are classified as temporary equity and are accreted from the initial carrying amount~~ to the ~~redemption~~underwriter ~~value over the period~~ from the ~~date~~amounts ofheld ~~issuance~~in to the ~~earliest~~Trust ~~redemption date of the instrument on a straight-line~~Account ~~basis.~~solely ~~Subsequent~~in to the ~~IPO~~event ~~date,~~that the ~~accretion~~Company ~~also~~completes ~~includes~~an ~~the~~initial ~~dividend~~business ~~and~~combination, ~~interest~~subject ~~income~~to ~~earned in~~ the ~~Trust~~terms ~~Account in excess~~ of ~~income~~the ~~and~~underwriting ~~franchise taxes~~agreement.

~~The change in the carrying~~Administrative ~~value~~Support of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital. Subsequent to the IPO date, the Company accretes a portion of the accretion that reflects a redemption in excess of fair value, extension deposits made into the Trust Account and dividend and interest income earned in the Trust Account in excess of income and franchise taxes.Agreement

~~Recently~~On ~~Adopted~~March 22, ~~Accounting~~2023, ~~Pronouncements~~the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 and $60,000 for the three and six months ended June 30, 2025, respectively. The Company’s expenses related to the administrative support agreement were $30,000 and $60,000 for the three and six months ended June 30, 2024, respectively. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of June 30, 2025, $242,180 of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid, and are included in Due to Related Party on the unaudited condensed balance sheets.

~~In December 2023, the Financial~~ Critical Accounting ~~Standards Board~~Policies (“FASB”) issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. We adopted this standard on January 1, 2025 and determined that the adoption does not have a material impact on these unaudited condensed consolidated financial statements.Estimates

~~Recently~~The preparation ~~Issued~~of ~~Accounting~~the ~~Pronouncements~~unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Significant estimates include the excise tax liability in connection with redemptions of Class A common stock that occurred at the 2025 Special Meeting and the 2024 Special Meeting. Actual results could differ from those estimates

On November 4, 2024, the FASB issued ASU 2024-03, Accounting Standards Update 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the potential impact that the adoption of this standard will have on our financial statements.34

~~Management does not believe~~Derivative ~~that~~Financial ~~any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on our unaudited condensed financial statements.~~ Instruments

~~JOBS~~The Company ~~Act~~issued Warrants to its investors, and the over-allotment option to the underwriter. The Company accounts for financial instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the instruments and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own stock and whether the holders of the instruments could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

~~On April 5, 2012, the~~The ~~JOBS~~Public ~~Act~~Warrants ~~was~~and ~~signed~~Private ~~into~~Placement ~~law.~~Warrants ~~The~~were ~~JOBS~~accounted ~~Act~~for ~~contains~~as ~~provisions~~equity ~~that,~~instruments ~~among~~as ~~other~~they ~~things,~~meet ~~relax~~all ~~certain~~of ~~reporting~~the requirements for ~~qualifying~~equity ~~public~~classification ~~companies. We will qualify as an “emerging growth company” and~~ under ~~the~~ASC ~~JOBS~~815 ~~Act will be allowed to comply with new or revised accounting pronouncements~~ based on ~~the~~current ~~effective~~expected ~~date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards~~terms, ~~and as a result, we may not comply with new or revised accounting standards on the relevant dates on~~ which ~~adoption~~are ofsubject ~~such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable~~ to ~~companies that comply with new or revised accounting pronouncements as of public company effective dates~~change.

34Common Stock Subject to Possible Redemption

~~Additionally,~~The Company ~~the~~accounts ~~Company is~~for inits ~~the~~common ~~process~~stock ofsubject ~~evaluating~~to ~~the~~possible ~~benefits~~redemption ofin ~~relying~~accordance onwith the ~~other~~guidance ~~reduced~~in ~~reporting~~ASC ~~requirements~~Topic ~~provided~~480, by“Distinguishing Liabilities ~~the~~from ~~JOBS~~Equity” ~~Act~~(“ASC 480”). ~~Subject to~~Class ~~certain~~A ~~conditions~~common ~~set~~stock ~~forth~~subject into ~~the~~mandatory ~~JOBS~~redemption ~~Act,~~ (if, asany) anare ~~“emerging~~classified as ~~growth~~a ~~company”,~~liability ~~the~~instrument ~~Company~~and ~~chooses~~are tomeasured ~~rely~~at onfair ~~such exemptions~~value. ~~the~~Conditionally ~~Company~~redeemable ~~may~~common ~~not~~stock ~~be required to, among other things,~~ (i)including ~~provide~~common anstock ~~independent~~that ~~registered~~feature redemption ~~public~~rights ~~accounting~~that ~~firm’s attestation~~are ~~report~~either onwithin ~~our~~the ~~system~~control of ~~internal~~the ~~controls~~holder ~~over~~or ~~financial~~subject ~~reporting pursuant~~ to ~~Section~~redemption ~~404,~~upon ~~(ii)~~the ~~provide~~occurrence ~~all~~ of ~~the~~uncertain ~~compensation~~events not ~~disclosure~~solely ~~that~~within ~~may~~the beCompany’s ~~required~~control) ofare ~~non-emerging~~classified ~~growth~~as ~~public~~temporary ~~companies~~equity. ~~under~~At ~~the~~all ~~Dodd-Frank~~other ~~Wall~~times, ~~Street~~common ~~Reform~~stock ~~and~~is ~~Consumer~~classified ~~Protection~~as stockholders’ ~~Act,~~equity. ~~(iii)~~The ~~comply~~Company’s ~~with~~Class ~~any~~A ~~requirement~~common ~~that~~stock ~~may~~sold beas ~~adopted~~part byof the ~~PCAOB~~IPO, ~~regarding~~feature ~~mandatory~~certain ~~audit~~redemption ~~firm~~rights ~~rotation~~that orare aconsidered ~~supplement~~ to ~~the~~be ~~report~~outside of ~~independent~~the ~~registered~~Company’s ~~public~~control ~~accounting~~and ~~firm~~subject ~~providing~~to ~~additional~~the ~~information~~occurrence ~~about~~of ~~the~~uncertain ~~audit~~future ~~and~~events. ~~the~~Accordingly, ~~financial~~Class ~~statements~~A common stock subject ~~(auditor~~to ~~discussion~~possible ~~and~~redemption ~~analysis),~~are ~~and~~classified ~~(iv)~~as ~~disclose~~temporary ~~certain~~equity ~~executive~~and ~~compensation~~are ~~related~~accreted ~~items~~from ~~such~~the asinitial carrying amount to the ~~correlation~~redemption ~~between~~value ~~executive~~over ~~compensation~~the ~~and~~period ~~performance~~from ~~and~~the ~~comparisons~~date of issuance to the ~~Chief~~earliest ~~Executive~~redemption ~~Officers’~~date ~~compensation~~of tothe ~~median~~instrument ~~employee~~on ~~compensation.~~a ~~These exemptions~~straight-line ~~will~~basis. ~~apply~~Subsequent ~~for~~to athe ~~period~~IPO date, ofthe ~~five~~accretion ~~years~~also ~~following~~includes the ~~completion~~dividend ofand ~~the~~interest ~~IPO~~income orearned ~~until~~in the ~~Company~~Trust isAccount noin ~~longer~~excess anof ~~“emerging growth~~income ~~company,”~~and ~~whichever~~franchise ~~is earlier~~taxes.

~~Inflation~~The change ~~Reduction~~in the carrying value of Class A common stock subject to possible redemption resulted in charges against additional paid-in capital. ~~Act~~Subsequent to the IPO date, the Company accretes a portion of ~~2022~~the accretion that reflects a redemption in excess of fair value, extension deposits made into the Trust Account and dividend and interest income earned in the Trust Account in excess of income and franchise taxes.

~~On August 16, 2022, the~~Recently ~~Inflation~~Adopted ~~Reduction~~Accounting Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.Pronouncements

On In December 272023, ~~2022,~~ the ~~U.S.~~Financial ~~Department~~Accounting ofStandards ~~the~~Board ~~Treasury~~(“FASB”) issued ~~Notice~~ASU 2023-209 ~~(the~~ “~~Notice”)~~Income asTaxes ~~interim~~(Topic ~~guidance~~740): ~~until publication of forthcoming~~Improvements ~~proposed~~to ~~regulations~~Income onTax ~~the~~Disclosures,” ~~excise~~that ~~tax.~~addresses ~~Although~~requests ~~the~~for ~~guidance~~improved inincome ~~the~~tax ~~Notice~~disclosures ~~does~~from ~~not~~investors ~~constitute~~that ~~proposed~~use orthe ~~final Treasury regulations,~~financial ~~taxpayers~~statements ~~may~~to ~~generally~~make ~~rely~~capital ~~upon~~allocation ~~the~~decisions. ~~guidance~~Public ~~provided~~entities inmust adopt the ~~Notice~~new ~~until~~guidance ~~the~~for ~~issuance~~fiscal ofyears ~~the~~beginning ~~forthcoming~~after ~~proposed~~December 15, ~~regulations~~2024. ~~Certain of~~The ~~the~~amendments ~~forthcoming~~in ~~proposed~~this ~~regulations~~ASU ~~(if~~must ~~issued)~~be ~~could,~~applied ~~however,~~on ~~apply~~a ~~retroactively.~~retrospective ~~The~~basis ~~Notice~~to ~~generally~~all ~~provides~~prior ~~that~~periods ifpresented ain ~~covered corporation~~the ~~completely~~financial ~~liquidates~~ statements and ~~dissolves,~~early ~~distributions~~adoption inis ~~such~~permitted. ~~complete~~We ~~liquidation~~adopted ~~and~~this ~~other~~standard ~~distributions~~on byJanuary ~~such~~1, ~~covered~~2025 ~~corporation in~~and ~~the~~determined ~~same~~that ~~taxable year in which~~ the ~~final~~adoption ~~distribution~~does innot ~~complete~~have ~~liquidation~~a ~~and~~material impact ~~dissolution~~on isthese ~~made~~unaudited ~~are~~condensed ~~not~~consolidated ~~subject~~financial ~~to the excise tax~~statements.

~~Because any redemptions~~Recently ofIssued ~~our~~Accounting stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the business combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in our ability to complete a business combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax.Pronouncements

On November ~~June 18~~4, 2024, the ~~Company’s~~ ~~stockholders~~FASB ~~redeemed~~issued 2ASU 2024-03,~~752~~ Accounting Standards Update 2024-03,~~307~~ ~~Class~~Income AStatement-Reporting ~~common~~Comprehensive ~~stock~~Income-Expense Disaggregation ~~shares~~Disclosures ~~for~~(Subtopic a220-40): ~~total~~Disaggregation of ~~$30,194,356.~~Income ~~The~~Statement ~~Company~~Expenses ~~evaluated~~to ~~the~~improve ~~status and~~financial ~~probability~~reporting ofby ~~the~~requiring that ~~excise~~public ~~taxes~~business ~~becoming~~entities ~~payable~~disclose inadditional ~~relation~~information toabout ~~these~~specific ~~redemptions~~expense ~~under~~categories in the ~~guidance~~notes into ~~ASC~~financial ~~450, Contingencies,~~statements at interim and ~~determined~~annual ~~that~~reporting aperiods. ~~contingent~~The ~~liability~~amendments ~~should~~in bethis ~~calculated~~ASU ~~and~~do ~~recorded.~~not ~~For~~change ~~the~~or ~~year~~remove ~~ended~~current ~~December~~expense ~~31,~~disclosure ~~2024~~requirements; however, the ~~Company~~amendments ~~incurred $301,944~~affect ~~excise~~where ~~tax~~such ~~liability~~information ~~related~~appears toin the ~~June~~notes ~~18,~~to ~~2024~~financial ~~redemptions.~~statements Nobecause ~~such~~entities ~~redemptions~~are ~~occurred~~required ~~during~~to include certain current disclosures in the ~~three~~same ~~months~~tabular ~~ended~~format ~~March 31,~~disclosure ~~2025~~as orthe ~~2024~~other disaggregation requirements in the amendments. ~~The~~This ~~excise~~ASU is ~~tax~~effective ~~liability~~for ~~totaled~~annual ~~$301,944~~reporting asperiods ofbeginning ~~both~~after ~~March~~December 3115, ~~2025~~2026, and interim reporting periods beginning after December 3115, 2027. ~~2024~~Early adoption is permitted. We are currently evaluating the potential impact that the adoption of this standard will have on our financial statements.

~~Related~~Management does ~~Party~~not ~~Transactions~~believe that any additional recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on our unaudited condensed financial statements.

~~Founder Shares~~JOBS Act

~~In May 2022, the Sponsor~~On ~~paid $25~~April 5,~~000,~~ ~~or approximately $0.011 per share~~2012, tothe ~~cover~~JOBS ~~certain~~Act ~~offering~~was ~~costs~~signed ininto ~~consideration~~law. ~~for~~The ~~2,156,250~~JOBS ~~shares~~Act ofcontains ~~Class~~provisions ~~B common stock~~that, ~~par~~among ~~value~~other ~~$0.0001 (the “Founder Shares” or “Class B common stock”). On May 10~~things, ~~2022,~~relax ~~the~~certain ~~Sponsor surrendered~~reporting ~~287,500~~requirements ~~Founder Shares,~~ for noqualifying ~~consideration,~~public ~~resulting~~companies. inWe ~~the~~will ~~Sponsor~~qualify ~~and~~as ~~directors~~an ~~continuing~~“emerging togrowth ~~hold~~company” ~~1,868,750~~and ~~Founder~~under ~~Shares. On August 26, 2022,~~ the ~~Sponsor~~JOBS ~~transferred~~Act ~~25,000~~will be ~~Founder~~allowed ~~Shares~~ to ~~each~~comply ofwith ~~Rahul~~new ~~Mewawalla~~or ~~and~~revised ~~Stephen~~accounting ~~Markscheid,~~pronouncements ~~each~~based ofon ~~which are members of~~ the ~~Company’s~~effective ~~Board~~date offor ~~Directors~~private (~~Note~~not 8publicly traded) companies. We ~~The~~are ~~awards~~electing ~~will~~to ~~vest~~delay ~~simultaneously with~~ the ~~closing~~adoption of annew ~~initial~~or ~~business~~revised ~~combination~~accounting standards, ~~provided~~ ~~the~~and ~~director~~as ~~has~~a ~~continuously~~result, ~~served~~we onmay ~~the~~not ~~Company’s~~comply ~~Board~~with ofnew ~~Directors~~or ~~through the closing of such initial business combination.~~revised Onaccounting ~~March~~standards ~~16,~~on ~~2023,~~ the ~~Sponsor~~relevant ~~forfeited~~dates anon ~~aggregate~~which adoption of ~~373,750~~such ~~Founder~~standards ~~Shares~~is required for nonon-emerging ~~consideration,~~growth ~~resulting in the Sponsor and directors holding an aggregate of 1,495,000 Founder Shares~~companies. UpAs toa ~~195~~result,~~000~~ our ofunaudited ~~the~~condensed ~~Founder~~financial ~~Shares~~statements ~~were~~may ~~subject~~not tobe ~~forfeiture~~comparable to ~~the~~companies ~~extent~~that ~~the~~comply ~~over-allotment option~~with ~~was~~new ~~not~~or ~~exercised~~revised inaccounting ~~full~~pronouncements as byof ~~the~~public ~~underwriter~~company ~~prior~~effective ~~to its expiration date on April 30, 2023~~dates.

OnAdditionally, the ~~March~~Company 17is in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, ~~2023~~if, ~~upon~~as an “emerging growth company”, the Company chooses to rely on such exemptions the ~~partial~~Company ~~exercise~~may ~~their~~not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over~~-allotment~~ ~~option~~financial byreporting ~~the~~pursuant ~~underwriters~~to Section 404, (ii) provide all of the ~~forfeiture~~compensation ~~lapsed~~disclosure ~~for~~that 55may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act,~~250~~ ~~Founder~~(iii) ~~Shares.~~comply ~~Following~~with any requirement that may be adopted by the ~~expiration~~PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting firm providing additional information about the ~~underwriters’~~audit ~~remaining~~and ~~over-~~the financial ~~allotment~~statements ~~option~~(auditor ondiscussion ~~April~~and 30analysis), ~~2023,~~and (iv) disclose certain executive compensation related items such as the ~~remaining~~correlation between ~~139,750~~executive ~~Founder~~compensation ~~Shares~~and ~~were~~performance ~~forfeited,~~and ~~resulting~~comparisons of the Chief Executive Officers’ compensation to median employee incompensation. These exemptions will apply for a period of five years following the ~~Sponsor~~completion ~~and~~of ~~directors~~the ~~holding~~IPO or until the Company is no longer an ~~aggregate~~“emerging ofgrowth 1company,~~355,250~~” ~~Founder~~whichever ~~Shares~~is earlier.

~~Private~~Inflation Reduction ~~Placement~~Act of 2022

On August ~~March~~ 16, ~~2023~~2022, in the ~~private~~Inflation ~~placement~~Reduction ~~that~~Act ~~occurred~~of ~~simultaneously~~2022 ~~with~~ (the ~~IPO~~“IRA”) was signed into federal law. The IRA provides for, ~~the~~among other ~~Sponsor~~things, ~~purchased~~a annew ~~aggregate~~U.S. federal 1% excise tax on certain repurchases of 3stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1,~~449~~ 2023. The excise tax is imposed on the repurchasing corporation itself,~~500~~ ~~warrants~~not ~~(each~~its ashareholders ~~“Private~~from which shares are repurchased. The amount of the excise tax is generally ~~Placement~~1% ~~Warrant”)~~of the fair market value of the shares repurchased at athe ~~price~~time of $1the repurchase.00 ~~per warrant~~However, for anpurposes ~~aggregate~~of ~~purchase~~calculating ~~price~~the excise tax, repurchasing corporations are permitted to net the fair market value of $3certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,~~449,500~~ certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

On December ~~March~~27, 172022, the U.S. Department of the Treasury issued Notice 2023,-2 (the “Notice”) as interim guidance until publication ~~underwriters~~of ~~partially~~forthcoming ~~exercised~~proposed ~~their~~regulations ~~over-allotment~~on ~~option~~the ~~resulting~~excise tax. Although the guidance in the ~~Company~~Notice ~~issuing~~does ~~127~~not constitute proposed or final Treasury regulations,~~400~~ ~~Private~~taxpayers ~~Placement~~may ~~Warrants~~generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, ~~generating~~however, apply retroactively. The Notice generally provides that if ana ~~additional~~covered ~~$127~~corporation completely liquidates and dissolves,~~500~~ distributions in ~~gross~~such ~~proceeds~~complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

~~Working~~Because any ~~Capital~~redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022, ~~Loans~~the redemptions that take place after that date, including the redemption on June 18, 2024 in connection with the 2024 Special Meeting, as well as the redemption on June 27, 2025 in connection with the 2025 Special Meeting, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs (including redemptions in connection with the Special Meeting), (iii) the nature and amount of any equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) legal uncertainties regarding how the excise tax applies to transactions like the Business Combination (and, if applicable, a complete liquidation and dissolution of the Company) and the content of final and proposed regulations and further guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in our ability to complete a Business Combination. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for the excise tax that may be levied on the Company in connection with such redemptions. The Company further confirms that it will not utilize any funds from the trust account to pay any such excise tax.

~~In order to finance transaction~~On ~~costs~~June ~~in connection with a business combination~~18, ~~the Sponsor or an affiliate of the Sponsor~~2024, ~~or certain of~~ the Company’s ~~officers and~~stockholders ~~directors~~redeemed may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to $2,~~000~~752,~~000~~307 ofClass ~~such~~A ~~loans~~common ~~may~~stock beshares ~~converted~~for ~~into warrants, at~~ a ~~price~~total of $~~1.00 per warrant at the option of the lender~~30, ~~upon consummation of the Company’s initial business combination. In the event that a business combination does not close~~194, ~~the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans~~356.

~~During~~On ~~the~~June ~~three months ended March 31~~27, 2025, the Company’s ~~received~~stockholders ~~from~~exercised ~~the~~their ~~Sponsor~~rights ~~$356~~to redeem 1,~~000~~708,386 inClass ~~Working~~A ~~Capital~~common ~~Loans~~stock shares. As a result, approximately of$19.9 ~~which~~million (approximately $~~131,000~~11.62 ~~was utilized~~per share) of funds were restricted for ~~working~~payment ~~capital~~to ~~needs~~the redeeming shareholders. As of June 30, ~~$225~~2025,~~000~~ ~~was~~the ~~utilized~~redemption payment had yet to ~~fund~~occur, and as such, the ~~First~~$19.9 ~~2025~~million ~~Monthly~~restricted ~~Extension,~~for ~~Second~~the ~~2025~~redeeming ~~Monthly~~shareholders ~~Extension~~has been presented as Restricted cash – held in trust account on the unaudited condensed balance sheet. During August of 2025, ~~and~~the ~~Third~~Company ~~2025~~remitted ~~Monthly~~payment ~~Extension~~to the redeeming stockholders in the amount of $19.9 million.

36The Company evaluated the status and probability of the excise taxes becoming payable in relation to these redemptions under the guidance in ASC 450, Contingencies, and determined that a contingent liability should be calculated and recorded. During the three and six months ended June 30, 2025, the Company accrued $198,569 of excise tax liability related to the June 27, 2025 redemptions. During the three and six months ended June 30, 2024, the Company accrued $301,944 of excise tax liability related to the June 18, 2024 redemptions. The excise tax liability totaled $500,512 and $301,944 as of June 30, 2025, and December 31, 2024, respectively.

~~During~~Related ~~the~~Party year ended December 31, 2024, the Company received from the Sponsor $1,923,100 in Working Capital Loans, of which $856,100 was utilized for working capital needs, $542,000 was utilized to fund the Initial Extension and $525,000 was utilized to fund the First 2024 Monthly Extension, Second 2024 Monthly Extension, Third 2024 Monthly Extension, Fourth 2024 Monthly Extension, Fifth 2024 Monthly Extension, Sixth 2024 Monthly Extension and Seventh 2024 Monthly Extension. Transactions

~~The~~Founder Working Capital Loans are to be repaid upon the consummation of a business combination, without interest, or, at the lender’s option, up to $2,000,000 of the outstanding Working Capital Loans are convertible into Private Placement Warrants at a price of $1.00 per warrant. Shares

AsIn ofMay 2022, ~~both~~the ~~March~~Sponsor 31paid $25,000, ~~2025~~or ~~and~~approximately ~~December~~$0.011 ~~31,~~per ~~2024~~share, ~~the~~to ~~Company~~cover ~~had~~certain $offering costs in consideration for 2,~~000~~156,~~000~~250 shares of ~~outstanding~~Class ~~Working~~B ~~Capital~~common ~~Loans~~stock. ~~from~~On May 10, 2022, the Sponsor surrendered 287,500 ~~included~~Founder Shares, for no consideration, resulting in ~~Convertible~~the ~~note~~Sponsor –and ~~related~~directors ~~party~~continuing into hold 1,868,750 Founder Shares. On August 26, 2022, the ~~accompanying~~Sponsor ~~unaudited~~transferred ~~condensed~~25,000 ~~balance~~Founder Shares ~~sheets~~to each of Rahul Mewawalla and Stephen Markscheid, each of which are members of the Company’s Board of Directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s Board of Directors through the closing of such initial business combination.

AsOn of March 16, 312023, ~~2025~~the ~~and~~Sponsor ~~December~~forfeited 31an aggregate of 373,750 ~~2024~~Founder Shares for no consideration, resulting in the ~~Company~~Sponsor ~~had~~and directors ~~$551~~holding an aggregate of 1,~~100~~495,000 ~~and~~Founder ~~$195~~Shares,~~100~~ ~~respectively~~of which up to 195,000 ~~included~~was insubject ~~Promissory~~to ~~note~~forfeiture –to ~~related~~the extent the over-allotment ~~party~~option was not exercised in full by the ~~Company’s~~underwriter ~~unaudited~~prior ~~condensed~~to ~~balance~~its ~~sheets~~expiration date on April 30, 2023.

~~Administrative~~On ~~Support~~March 17, ~~Agreement~~2023, upon the partial exercise of their over-allotment option by the underwriters, the forfeiture lapsed for 55,250 Founder Shares. Following the expiration of the underwriters’ remaining over-allotment option on April 30, 2023, the remaining 139,750 Founder Shares were forfeited, resulting in our Sponsor and directors holding an aggregate of 1,355,250 Founder Shares.

On March 22, 2023, the Company entered into the administrative support agreement under which it pays the Sponsor a total of $10,000 per month, up until the completion of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 for each of the three months ended March 31, 2025 and 2024. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of March 31, 2025 and December 31, 2024, $212,180 and $182,180, respectively, of amounts due to the Sponsor under the Administrative Support Agreement remain unpaid, and are included in Due to Related Party on the Company’s unaudited condensed balance sheets.37

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~Private Placement

~~The~~On March 16, ~~Company~~2023, isin athe ~~smaller~~private ~~reporting~~placement ~~company~~that ~~as defined~~occurred bysimultaneously ~~Rule 12b-2~~with ofthe IPO, the ~~Exchange~~Sponsor ~~Act~~purchased ~~and~~an isaggregate ~~not~~of ~~required~~3,449,500 Private toPlacement ~~provide~~Warrants ~~the~~at ~~information~~a ~~otherwise~~price ~~required~~of ~~under~~$1.00 ~~this~~per ~~item~~warrant, for an aggregate purchase price of $3,449,500.

~~Item~~On March 17, 4.2023, ~~Controls~~the ~~and~~underwriters ~~Procedures~~partially exercised their over-allotment option resulting in the Company issuing 127,400 Private Placement Warrants, generating an additional $127,500 in gross proceeds.

~~Limitations~~Each Private onPlacement ~~Effectiveness~~Warrant entitles the holder to purchase one share of ~~Controls~~Class A common stock, subject to adjustment. The proceeds from the Private Placement of the Private Placement Warrants funded the trust account, IPO issuance costs and the operations prior to the ~~Procedures~~business combination. If the Company does not complete an initial business combination within the Combination Period, the remaining proceeds, after payments from the sale of the Private Placement Warrants, will be included in the liquidating distribution to the public stockholders and the Private Placement Warrants will be worthless.

~~Disclosure controls and procedures are controls~~Working ~~and~~Capital other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Loans

37In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans. Up to $2,000,000 of such loans may be converted into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the Company’s initial business combination. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

~~Evaluation~~During the three months ended June 30, 2025, the Company received from the Sponsor $565,000 in Working Capital Loans, of ~~Disclosure~~which ~~Controls~~$340,000 was utilized for working capital needs and ~~Procedures~~$225,000 was utilized to fund the Fourth 2025 Monthly Extension, Fifth 2025 Monthly Extension, and Sixth 2025 Monthly Extension. During the six months ended June 30, 2025, the Company received from the Sponsor $921,000 in Working Capital Loans, of which $471,000 was utilized for working capital needs, $450,000 was utilized to fund the First 2025 Monthly Extension, Second 2025 Monthly Extension, Third 2025 Monthly Extension, Fourth 2025 Monthly Extension, Fifth 2025 Monthly Extension, and Sixth 2025 Monthly Extension.

AsDuring the ~~required~~year byended ~~Rules 13a-15(f)~~December ~~and~~31, ~~15d-15(f) under~~2024, the ~~Exchange~~Company ~~Act,~~received ~~our~~from ~~Chief~~the ~~Executive~~Sponsor ~~Officer~~$1,923,100 ~~and~~in ~~Chief~~Working ~~Financial~~Capital ~~Officer~~Loans, ~~carried out an evaluation~~ of ~~the~~which ~~effectiveness~~$856,100 ofwas ~~the~~utilized ~~design~~for ~~and~~working ~~operation~~capital ofneeds, ~~our disclosure controls and procedures as of March 31~~$542,000 ~~2025.~~was ~~Based~~utilized ~~upon~~to ~~their~~fund ~~evaluation,~~the ~~our~~Initial ~~Chief~~Extension ~~Executive Officer~~ and ~~Chief~~$525,000 ~~Financial~~was ~~Officer~~utilized ~~concluded~~to ~~that~~fund ~~during~~ the ~~period~~First ~~covered~~2024 ~~by this report~~Monthly Extension, ~~our~~Second ~~disclosure~~2024 ~~controls~~Monthly ~~and~~Extension, ~~procedures~~Third ~~were not~~2024 ~~effective~~Monthly ~~due~~Extension, toFourth a2024 ~~material~~Monthly ~~weakness~~Extension, inFifth ~~internal~~2024 ~~controls~~Monthly ~~over~~Extension, Sixth ~~financial~~2024 ~~reporting~~Monthly ~~related~~Extension ~~to the Company’s review~~ and ~~approval of~~Seventh ~~cash~~2024 ~~disbursements~~Monthly Extension.

~~During the third quarter of 2024, the Company~~The ~~withdrew~~Working ~~$464,229~~Capital ofLoans ~~interest~~are ~~and~~to ~~dividend~~be ~~income~~repaid ~~earned~~upon in the ~~Trust~~consummation ~~Account (the “Withdrawn Trust Funds”). Such Withdrawn Trust Funds were restricted for payment~~ of ~~the~~a ~~Company’s~~business ~~tax~~combination, ~~liabilities~~without asinterest, ~~provided~~or, inat the ~~Company~~lender’s ~~certificate of incorporation and the terms of the Trust Agreement. During the third quarter of 2024~~option, ~~the Company mistakenly used $110,269 of the Withdrawn Trust Funds~~ ~~for~~up ~~the payments of general operating expenses counter~~ to ~~the terms of the Trust Agreement. Furthermore~~$2, ~~during the first quarter of 2025~~000, ~~the~~000 ~~Company mistakenly used an additional $15,881~~ of the ~~Withdrawn~~outstanding ~~Trust~~Working ~~Funds~~Capital ~~for~~Loans ~~the~~are ~~payments~~convertible ofinto ~~general~~Private ~~operating~~Placement ~~expenses~~Warrants ~~counter to~~at ~~the terms of the Trust Agreement. As~~ a ~~result~~price of the foregoing, management concluded that the existing control structure failed and that a material weakness exists in our internal control over financial reporting related to the review and approval of cash disbursements$1. As00 ofper ~~March 31, 2025, a total of $126,150 of the funds had yet to be replenished to the Company’s cash or trust accounts~~warrant.

ToAs of ~~address~~both ~~this~~June ~~material~~30, ~~weakness~~2025 ~~management~~and ~~has devoted~~December 31, ~~and~~2024, ~~plans~~the toCompany ~~continue~~had ~~to devote~~$2,000,000 ~~significant~~of ~~effort~~outstanding ~~and~~Working ~~resources~~Capital toLoans from the ~~remediation~~Sponsor, ~~and~~included in ~~improvement~~Convertible ofnote ~~its~~– ~~internal~~related ~~control over~~party ~~financial~~in ~~reporting~~the accompanying unaudited condensed balance sheets.

●As of ~~The~~June 30, 2025 and December 31, 2024, the Company ~~implemented~~had ~~additional~~$1,116,100 ~~controls~~and $195,100 respectively, included in Promissory note – related party toin ~~vendor~~the ~~verification~~accompanying unaudited condensed balance sheets.

~~● The Company implemented additional reviews of each payment made by several authorized individuals.~~38

●Administrative Support ~~The Company is in the process of opening a separate bank account to segregate the funds that are restricted as to their use from those that can be utilized for working capital needs.~~Agreement

WeOn March 22, ~~can~~2023, ~~offer~~the noCompany ~~assurance~~entered ~~that~~into ~~these~~the ~~initiatives~~administrative support agreement under which it pays the Sponsor a total of $10,000 ~~will~~per ~~ultimately~~month, ~~have~~up until the ~~intended~~completion ~~effects~~of the Company’s initial business combination or liquidation, for secretarial and administrative services. The Company’s expenses related to the administrative support agreement were $30,000 and $60,000 for the three and six months ended June 30, 2025, respectively. The Company’s expenses related to the administrative support agreement were $30,000 and $60,000 for the three and six months ended June 30, 2024, respectively. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

~~Changes~~As of inJune ~~Internal~~30, ~~Control~~2025 ~~Over~~and ~~Financial~~December 31, 2024, $242,180 and $182,180, respectively, of amounts due to the Sponsor under the Administrative Support ~~Reporting~~Agreement remain unpaid and are included in Due to Related Party on the Company’s unaudited condensed balance sheets.

~~Other than changes that have resulted from the~~Item ~~material~~3. ~~weakness~~Quantitative ~~remediation~~and ~~activities~~Qualitative ~~noted~~Disclosures ~~above,~~About ~~there~~Market has been no change in the internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.Risk

38The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this item.

~~PART~~Item 4. ~~II-OTHER~~Controls ~~INFORMATION~~and Procedures

~~Item~~Limitations on 1.Effectiveness ~~Legal~~of ~~Proceedings~~Controls and Procedures

~~None~~Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Item~~Evaluation of ~~1A.~~Disclosure ~~Risk~~Controls ~~Factors~~and Procedures

As required aby ~~“smaller~~Rules ~~reporting~~13a-15(f) and 15d-15(f) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out ~~company”~~an asevaluation ~~defined~~of bythe ~~Item~~effectiveness 10of the design and operation of ~~Regulation~~our ~~S-K~~disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the ~~Company~~period iscovered by this report, our disclosure controls and procedures were not ~~required~~effective due to ~~provide~~a material weakness in internal controls over financial reporting related to the ~~information~~Company’s ~~required~~review byand ~~this~~approval ~~Item~~of cash disbursements.

~~Item~~During the 2third quarter of 2024, the Company withdrew $464,229 of interest and dividend income earned in the Trust Account (the “Withdrawn Trust Funds”). ~~Unregistered~~Such ~~Sales~~Withdrawn Trust Funds were restricted for payment of ~~Equity~~the ~~Securities~~Company’s tax liabilities as provided in the Company’s certificate of incorporation and ~~Use~~the terms of ~~Proceeds~~the Trust Agreement. During the third quarter of 2024, the Company mistakenly used $110,269 of the Withdrawn Trust Funds for the payments of general operating expenses counter to the terms of the Trust Agreement. Furthermore, during the first and second quarters of 2025, the Company mistakenly used, in aggregate, an additional $7,341 of the Withdrawn Trust Funds for the payments of general operating expenses counter to the terms of the Trust Agreement. As a result of the foregoing, management concluded that the existing control structure failed and that a material weakness exists in our internal control over financial reporting related to the review and approval of cash disbursements. As of June 30, 2025, a total of $117,610 of the funds had yet to be replenished to the Company’s cash or trust accounts.

~~None~~To address this material weakness management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting.

~~Item~~● 3.The ~~Defaults~~Company ~~Upon~~implemented ~~Senior~~additional ~~Securities~~controls related to vendor verification.

~~None~~● The Company implemented additional reviews of each payment made by several authorized individuals.

~~Item~~● 4.The ~~Mine~~Company ~~Safety~~is ~~Disclosures~~in the process of opening a separate bank account to segregate the funds that are restricted as to their use from those that can be utilized for working capital needs.

~~Not~~We can ~~applicable~~offer no assurance that these initiatives will ultimately have the intended effects.

~~Item~~Changes in 5.Internal ~~Other~~Control ~~Information~~Over Financial Reporting

~~None~~Other than changes that have resulted from the material weakness remediation activities noted above, there has been no change in the internal control over financial reporting, during the most recently completed fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

~~Item~~PART II-OTHER ~~6. Exhibits.~~INFORMATION

Exhibit Number		Description
10.1		Promissory Note, dated April 30, 2025, issued to ALWA Sponsor, LLC (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 30, 2025)
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 1. Legal Proceedings

* These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filingNone.

40Item 1A. Risk Factors

~~SIGNATURES~~As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

~~Pursuant~~Item 2. toUnregistered ~~the~~Sales ~~requirements~~ of ~~the~~Equity Securities ~~Exchange~~ ~~Act~~and Use of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 20th day May 2025.~~Proceeds

FOUR LEAF ACQUISITION CORPORATION By: /s/ Bala Padmakumar Name: Bala Padmakumar Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Coco Kou Name: Coco Kou Title: Chief Financial Officer (Principal Financial Officer)None.

41Item 3. Defaults Upon Senior Securities

0001936255 false Q1 --12-31 0001936255 2025-01-01 2025-03-31 0001936255 forlw:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneRedeemableWarrantMember 2025-01-01 2025-03-31 0001936255 forlw:ClassACommonStockParValue00001PerShareMember 2025-01-01 2025-03-31 0001936255 forlw:WarrantsEachExercisableForOneShareOfClassACommonStockFor1150PerShareMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember 2025-05-14 0001936255 us-gaap:CapitalUnitClassBMember 2025-05-14 0001936255 2025-03-31 0001936255 2024-12-31 0001936255 us-gaap:RelatedPartyMember 2025-03-31 0001936255 us-gaap:RelatedPartyMember 2024-12-31 0001936255 us-gaap:CommonClassAMember 2025-03-31 0001936255 us-gaap:CommonClassAMember 2024-12-31 0001936255 us-gaap:CommonClassBMember 2025-03-31 0001936255 us-gaap:CommonClassBMember 2024-12-31 0001936255 2024-01-01 2024-03-31 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-01-01 2025-03-31 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassBMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassBMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-12-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-12-31 0001936255 us-gaap:RetainedEarningsMember 2024-12-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001936255 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-03-31 0001936255 us-gaap:RetainedEarningsMember 2025-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2023-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001936255 us-gaap:RetainedEarningsMember 2023-12-31 0001936255 2023-12-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001936255 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-03-31 0001936255 us-gaap:RetainedEarningsMember 2024-03-31 0001936255 2024-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 2023-03-16 0001936255 forlw:UnderwritingAgreementMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-17 0001936255 us-gaap:CommonClassAMember 2023-03-17 0001936255 forlw:PublicWarrantsMember us-gaap:IPOMember 2023-03-17 0001936255 forlw:PublicWarrantMember us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 0001936255 us-gaap:IPOMember 2023-03-16 0001936255 2023-03-16 2023-03-16 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2025-01-01 2025-03-31 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2025-03-31 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember us-gaap:PrivatePlacementMember 2025-01-01 2025-03-31 0001936255 us-gaap:IPOMember 2025-03-31 0001936255 forlw:UnderwritingAgreementMember us-gaap:CommonClassAMember forlw:RepresentativeSharesMember us-gaap:IPOMember 2025-01-01 2025-03-31 0001936255 forlw:UnderwritingAgreementMember us-gaap:CommonClassAMember forlw:RepresentativeSharesMember us-gaap:OverAllotmentOptionMember 2025-03-31 0001936255 us-gaap:IPOMember 2025-01-01 2025-03-31 0001936255 2024-03-19 2024-03-19 0001936255 2024-06-18 2024-06-18 0001936255 forlw:SponsorMember 2024-06-18 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-03-31 0001936255 2024-06-20 2024-06-20 0001936255 2024-07-16 2024-07-16 0001936255 2024-08-16 2024-08-16 0001936255 2024-09-18 2024-09-18 0001936255 2024-10-17 2024-10-17 0001936255 2024-11-16 2024-11-16 0001936255 2024-12-20 2024-12-20 0001936255 2025-01-16 2025-01-16 0001936255 2025-02-20 2025-02-20 0001936255 2025-03-20 2025-03-20 0001936255 us-gaap:SubsequentEventMember 2025-04-21 2025-04-21 0001936255 us-gaap:SubsequentEventMember 2025-05-19 2025-05-19 0001936255 forlw:XiaoyuDidaClassAOrdinarySharesMember 2025-03-31 0001936255 2024-09-24 2024-09-24 0001936255 forlw:InflationReductionActOfTwoThousandAndTwentyTwoMember 2022-08-16 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-06-18 2024-06-18 0001936255 2024-01-01 2024-12-31 0001936255 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-01-01 2025-03-31 0001936255 forlw:PublicWarrantsMember 2025-03-31 0001936255 us-gaap:PrivatePlacementMember 2025-03-31 0001936255 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-03-31 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-12-31 0001936255 forlw:PrivatePlacementWarrantsMember forlw:WorkingCapitalLoansMember 2025-01-01 2025-03-31 0001936255 forlw:PrivatePlacementWarrantsMember forlw:WorkingCapitalLoansMember 2025-03-31 0001936255 us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 0001936255 forlw:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 0001936255 forlw:PublicWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-16 0001936255 forlw:UnderwritersAgreementMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 forlw:UnderwritersAgreementMember us-gaap:OverAllotmentOptionMember 2023-03-17 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2023-03-16 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2023-03-16 2023-03-16 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-01 2022-05-31 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-31 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-10 2022-05-10 0001936255 2022-05-10 2022-05-10 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-10 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-08-26 2022-08-26 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-16 2023-03-16 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-16 0001936255 forlw:FounderSharesMember forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-16 2023-03-16 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-17 2023-03-17 0001936255 forlw:FounderSharesMember forlw:SponsorMember us-gaap:CommonClassBMember 2023-04-30 2023-04-30 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-04-30 2023-04-30 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-17 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2025-03-31 0001936255 forlw:SponsorMember 2025-03-31 0001936255 us-gaap:ConvertibleNotesPayableMember forlw:SponsorMember 2025-01-01 2025-03-31 0001936255 forlw:SponsorMember 2024-12-31 0001936255 us-gaap:ConvertibleNotesPayableMember forlw:SponsorMember 2024-01-01 2024-12-31 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2024-01-01 2024-12-31 0001936255 forlw:WorkingCapitalLoansMember us-gaap:RelatedPartyMember 2025-03-31 0001936255 forlw:WorkingCapitalLoansMember us-gaap:ConvertibleNotesPayableMember us-gaap:RelatedPartyMember 2024-12-31 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2023-03-22 2023-03-22 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2025-01-01 2025-03-31 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2024-01-01 2024-03-31 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2025-03-31 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2024-12-31 0001936255 forlw:PrivatePlacementWarrantsMember 2025-03-31 0001936255 forlw:UnderwritingAgreementMember us-gaap:IPOMember 2025-03-31 0001936255 forlw:UnderwritingAgreementMember forlw:BusinessCombinationEventMember 2025-03-31 0001936255 forlw:UnderwritingAgreementMember forlw:RepresentativeSharesMember 2025-01-01 2025-03-31 0001936255 forlw:PrivatePlacementWarrantsMember 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2025-03-31 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember us-gaap:WarrantMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001936255 forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001936255 forlw:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-03-31 0001936255 forlw:FromTheCompletionOfBusinessCombinationMember forlw:PublicWarrantsMember 2025-01-01 2025-03-31 0001936255 forlw:PublicWarrantsMember 2025-01-01 2025-03-31 0001936255 forlw:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-03-31 0001936255 srt:DirectorMember forlw:SponsorMember us-gaap:CommonClassBMember 2022-08-01 2022-08-31 0001936255 2022-03-22 2025-03-31 0001936255 forlw:UnderwritingAgreementMember forlw:RepresentativeSharesMember us-gaap:IPOMember 2023-03-16 2023-03-16 0001936255 forlw:RepresentativeSharesMember us-gaap:OverAllotmentOptionMember 2023-03-17 0001936255 forlw:UnderwritingAgreementMember forlw:RepresentativeSharesMember 2025-01-01 2025-03-31 0001936255 srt:MaximumMember 2025-01-01 2025-03-31 0001936255 srt:MinimumMember 2025-01-01 2025-03-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
10.1		Promissory Note, dated August 21, 2025, issued to ALWA Sponsor, LLC.
10.2*		Promissory Note, dated August 21, 2025, issued to ALWA Sponsor, LLC.
10.3*		Promissory Note, dated August 21, 2025, issued to ALWA Sponsor, LLC.
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

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 on this 27^th day of August 2025.

	FOUR LEAF ACQUISITION CORPORATION

	By:	/s/ Bala Padmakumar
	Name:	Bala Padmakumar
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Coco Kou
	Name:	Coco Kou
	Title:	Chief Financial Officer
		(Principal Financial Officer)

http://fasb.org/srt/2025#ChiefExecutiveOfficerMember 0001936255 false Q2 --12-31 0001936255 2025-01-01 2025-06-30 0001936255 forlw:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneRedeemableWarrantMember 2025-01-01 2025-06-30 0001936255 forlw:ClassACommonStockParValue00001PerShareMember 2025-01-01 2025-06-30 0001936255 forlw:WarrantsEachExercisableForOneShareOfClassACommonStockFor1150PerShareMember 2025-01-01 2025-06-30 0001936255 us-gaap:CommonClassAMember 2025-08-22 0001936255 us-gaap:CommonClassBMember 2025-08-22 0001936255 2025-06-30 0001936255 2024-12-31 0001936255 us-gaap:RelatedPartyMember 2025-06-30 0001936255 us-gaap:RelatedPartyMember 2024-12-31 0001936255 us-gaap:CommonClassAMember 2025-06-30 0001936255 us-gaap:CommonClassAMember 2024-12-31 0001936255 us-gaap:CommonClassBMember 2025-06-30 0001936255 us-gaap:CommonClassBMember 2024-12-31 0001936255 2025-04-01 2025-06-30 0001936255 2024-04-01 2024-06-30 0001936255 2024-01-01 2024-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-04-01 2025-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-04-01 2024-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-01-01 2025-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-01-01 2024-06-30 0001936255 us-gaap:CommonClassAMember 2025-04-01 2025-06-30 0001936255 us-gaap:CommonClassAMember 2024-04-01 2024-06-30 0001936255 us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001936255 us-gaap:CommonClassAMember 2024-01-01 2024-06-30 0001936255 us-gaap:CommonClassBMember 2025-04-01 2025-06-30 0001936255 us-gaap:CommonClassBMember 2024-04-01 2024-06-30 0001936255 us-gaap:CommonClassBMember 2025-01-01 2025-06-30 0001936255 us-gaap:CommonClassBMember 2024-01-01 2024-06-30 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-12-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-12-31 0001936255 us-gaap:RetainedEarningsMember 2024-12-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001936255 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001936255 2025-01-01 2025-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-03-31 0001936255 us-gaap:RetainedEarningsMember 2025-03-31 0001936255 2025-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-04-01 2025-06-30 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001936255 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2025-06-30 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2025-06-30 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2025-06-30 0001936255 us-gaap:RetainedEarningsMember 2025-06-30 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2023-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001936255 us-gaap:RetainedEarningsMember 2023-12-31 0001936255 2023-12-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001936255 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001936255 2024-01-01 2024-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-03-31 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-03-31 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-03-31 0001936255 us-gaap:RetainedEarningsMember 2024-03-31 0001936255 2024-03-31 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-04-01 2024-06-30 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001936255 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001936255 us-gaap:CommonClassAMember forlw:CommonStockSubjectToPossibleRedemptionMember 2024-06-30 0001936255 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2024-06-30 0001936255 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2024-06-30 0001936255 us-gaap:RetainedEarningsMember 2024-06-30 0001936255 2024-06-30 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 2023-03-16 0001936255 forlw:UnderwritingAgreementMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-17 0001936255 us-gaap:CommonClassAMember 2023-03-17 0001936255 forlw:PublicWarrantsMember us-gaap:IPOMember 2023-03-17 0001936255 forlw:PublicWarrantMember us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-17 0001936255 us-gaap:IPOMember 2023-03-17 0001936255 2023-03-17 2023-03-17 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2025-01-01 2025-06-30 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2025-06-30 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember us-gaap:PrivatePlacementMember 2025-01-01 2025-06-30 0001936255 us-gaap:IPOMember 2025-06-30 0001936255 forlw:UnderwritingAgreementMember us-gaap:CommonClassAMember forlw:RepresentativeSharesMember us-gaap:IPOMember 2025-01-01 2025-06-30 0001936255 forlw:UnderwritingAgreementMember us-gaap:CommonClassAMember forlw:RepresentativeSharesMember us-gaap:OverAllotmentOptionMember 2025-06-30 0001936255 us-gaap:IPOMember 2025-01-01 2025-06-30 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:IPOMember 2025-06-30 0001936255 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-01-01 2025-06-30 0001936255 2024-03-19 0001936255 forlw:SponsorMember 2024-06-18 0001936255 forlw:CharterAmendmentProposalsMember forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-01-01 2025-06-30 0001936255 forlw:CharterAmendmentProposalsMember forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-06-30 0001936255 2024-06-20 0001936255 2024-07-16 0001936255 2024-08-16 0001936255 2024-09-18 0001936255 2024-10-17 0001936255 2024-11-16 0001936255 2024-12-20 0001936255 2025-01-16 0001936255 2025-02-20 0001936255 2025-03-20 0001936255 2025-04-21 0001936255 2025-05-19 0001936255 forlw:SponsorMember 2025-06-27 0001936255 forlw:CharterAmendmentProposalsMember forlw:PublicSharesMember 2025-01-01 2025-06-30 0001936255 forlw:CharterAmendmentProposalsMember us-gaap:RightsMember 2025-01-01 2025-06-30 0001936255 forlw:CharterAmendmentProposalsMember us-gaap:RightsMember 2025-06-30 0001936255 srt:ScenarioForecastMember 2025-08-31 0001936255 2025-06-18 0001936255 us-gaap:SubsequentEventMember 2025-07-15 0001936255 srt:ScenarioForecastMember 2025-08-19 0001936255 forlw:FranchiseTaxMember 2025-01-01 2025-06-30 0001936255 forlw:SponsorMember 2025-06-30 0001936255 forlw:XiaoyuDidaClassAOrdinarySharesMember 2025-06-30 0001936255 2024-09-24 2024-09-24 0001936255 forlw:InflationReductionActOfTwoThousandAndTwentyTwoMember 2022-08-16 0001936255 forlw:CharterAmendmentProposalsMember forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-06-18 2024-06-18 0001936255 forlw:CharterAmendmentProposalsMember forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-06-27 0001936255 2025-06-27 0001936255 us-gaap:CommonClassAMember 2025-06-27 0001936255 2024-01-01 2024-12-31 0001936255 srt:ScenarioForecastMember 2025-08-01 2025-08-31 0001936255 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2025-04-01 2025-06-30 0001936255 forlw:PublicWarrantsMember 2025-06-30 0001936255 us-gaap:PrivatePlacementMember 2025-06-30 0001936255 us-gaap:GeneralAndAdministrativeExpenseMember 2025-04-01 2025-06-30 0001936255 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2025-06-30 0001936255 forlw:ClassACommonStockSubjectToPossibleRedemptionMember 2024-12-31 0001936255 forlw:PrivatePlacementWarrantsMember forlw:WorkingCapitalLoansMember 2025-01-01 2025-06-30 0001936255 forlw:PrivatePlacementWarrantsMember forlw:WorkingCapitalLoansMember 2025-06-30 0001936255 us-gaap:CommonClassAMember 2024-01-01 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 0001936255 us-gaap:IPOMember 2023-03-16 0001936255 forlw:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2023-03-16 0001936255 forlw:PublicWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-16 0001936255 forlw:UnderwritersAgreementMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 forlw:UnderwritersAgreementMember us-gaap:OverAllotmentOptionMember 2023-04-30 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2023-03-16 0001936255 forlw:PrivatePlacementWarrantsMember forlw:SponsorMember 2023-03-16 2023-03-16 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-17 2023-03-17 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-01 2022-05-31 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-31 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-10 2022-05-10 0001936255 2022-05-10 2022-05-10 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-05-10 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2022-08-26 2022-08-26 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-16 2023-03-16 0001936255 2023-03-16 2023-03-16 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-16 0001936255 forlw:FounderShares1Member forlw:SponsorMember us-gaap:CommonClassBMember 2025-01-01 2025-06-30 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-03-17 2023-03-17 0001936255 forlw:FounderShares1Member forlw:SponsorMember us-gaap:CommonClassBMember 2023-04-30 2023-04-30 0001936255 forlw:SponsorMember us-gaap:CommonClassBMember 2023-04-30 2023-04-30 0001936255 forlw:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2023-03-17 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2025-06-30 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2025-04-01 2025-06-30 0001936255 forlw:SponsorMember 2025-04-01 2025-06-30 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2025-01-01 2025-06-30 0001936255 forlw:WorkingCapitalLoansMember forlw:SponsorMember 2024-01-01 2024-12-31 0001936255 forlw:SponsorMember 2024-12-31 0001936255 forlw:SponsorMember 2024-01-01 2024-12-31 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2023-03-22 2023-03-22 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2025-04-01 2025-06-30 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2025-01-01 2025-06-30 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2024-04-01 2024-06-30 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2024-01-01 2024-06-30 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2025-06-30 0001936255 forlw:AdministrationAndSupportServicesMember forlw:SponsorMember 2024-12-31 0001936255 forlw:PrivatePlacementWarrantsMember 2025-06-30 0001936255 us-gaap:IPOMember forlw:UnderwritingAgreementMember 2025-06-30 0001936255 forlw:UnderwritingAgreementMember us-gaap:IPOMember 2025-06-30 0001936255 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember forlw:UnderwritingAgreementMember 2025-06-30 0001936255 forlw:RepresentativeSharesMember forlw:UnderwritingAgreementMember 2025-01-01 2025-06-30 0001936255 forlw:PrivatePlacementWarrantsMember 2024-12-31 0001936255 us-gaap:CommonClassAMember us-gaap:IPOMember 2025-06-30 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember us-gaap:WarrantMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001936255 forlw:SharePriceEqualOrLessNinePointTwoRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001936255 forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001936255 forlw:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-06-30 0001936255 forlw:FromTheCompletionOfBusinessCombinationMember forlw:PublicWarrantsMember 2025-01-01 2025-06-30 0001936255 forlw:PublicWarrantsMember 2025-01-01 2025-06-30 0001936255 forlw:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember forlw:PublicWarrantsMember us-gaap:CommonClassAMember 2025-01-01 2025-06-30 0001936255 srt:DirectorMember forlw:SponsorMember us-gaap:CommonClassBMember 2022-08-01 2022-08-31 0001936255 2022-03-22 2025-06-30 0001936255 forlw:UnderwritingAgreementMember forlw:RepresentativeSharesMember us-gaap:IPOMember 2023-03-16 2023-03-16 0001936255 forlw:RepresentativeSharesMember us-gaap:OverAllotmentOptionMember 2023-03-17 0001936255 forlw:UnderwritingAgreementMember forlw:RepresentativeSharesMember 2025-01-01 2025-06-30 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

Filing Compare · Four Leaf Acquisition Corp