UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Mark One)

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

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

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

For the transition period from ~~_______________~~___________ to ~~______~~__________

Commission File Number: 001-40510

~~CORNER~~Corner ~~GROWTH~~Growth ~~ACQUISITION~~Acquisition ~~CORP~~Corp. 2 (Exact name of registrant as specified in its charter)

Cayman Islands		98-1582723
(State of organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

418 Broadway, #6183

418 Broadway, #6592, Albany, NY		12207
(Address of principal executive offices)		(Zip code)

Albany, NY 12207

(Address of principal executive offices)

(347) 268-7868

~~Registrant~~(Issuer’s telephone number, including area code)

~~Former~~Securities ~~name,~~registered ~~former~~pursuant ~~address~~to ~~and~~Section ~~former~~12(b) ~~fiscal~~of ~~year,~~the ~~if changed since last report~~Act:

Securities registered under Section 12(b) of the Exchange Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant	TRONU	N/A
Class A Ordinary Shares, par value $0.0001 per share	TRON	N/A
Redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50	TRONW	N/A

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TRONU	N/A
Class A ordinary share, par value $0.0001 per Share	TRON	N/A
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TRONW	N/A

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 ~~(1)~~has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule or405 ~~15(d)~~ of ~~the~~Regulation ~~Securities~~S-T ~~Exchange Act of 1934~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~reports) and (2) has been subject to~~ such ~~filing requirements for the past 90 days~~files). ☒ Yes ☐ No ☒

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~pursuant~~or toa ~~Rule~~smaller ~~405~~reporting ~~and~~company. ~~Regulation~~See ~~S-T~~definitions ~~(§232.405~~ of ~~this~~“large ~~chapter)~~accelerated ~~during~~filer,” ~~the~~“accelerated ~~preceding~~filer,” 12“smaller ~~months~~reporting ~~(or~~company,” ~~for~~and ~~such~~“emerging ~~shorter~~growth ~~period~~company” ~~that~~in ~~the~~Rule ~~registrant~~12b-2 ~~was~~of ~~required~~the toExchange ~~submit such files). ☒ Yes ☐ No~~Act:

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer a☒ ~~smaller~~Smaller reporting company, or☒ anEmerging ~~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 ☐

~~There~~As ~~are~~of July 16, 2025, the registrant had 4,927,561 Class A Ordinary Shares and 150,000 Class B Ordinary Shares outstanding ~~as of November 27, 2024~~.

~~TABLE OF CONTENTS~~INDEX

	PART I - FINANCIAL INFORMATION
Part I - Financial Information		3
ITEM 1.	INTERIM FINANCIAL STATEMENTS	3
Item 1 – Financial Statements		3
ITEM 2.	MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION	19
Unaudited Condensed Balance Sheet		3
ITEM 4.	CONTROLS AND PROCEDURES	24
Unaudited Condensed Statement of Operations		4
	PART II - OTHER INFORMATION
Unaudited Condensed Statement of Changes in Shareholders’ Equity		5
ITEM 1.	LEGAL PROCEEDINGS	25
Unaudited Condensed Statement of Cash Flows		6
ITEM 1A.	RISK FACTORS	25
Notes to Unaudited Condensed Financial Statements		7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	26
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
Item 3 – Quantitative and Qualitative Disclosures About Market Risk		33
ITEM 4.	MINE SAFETY DISCLOSURES	26
Item 4 – Controls and Procedures		33
ITEM 5.	OTHER INFORMATION	26
Part II - Other Information		34
ITEM 6.	EXHIBITS	27
Item 5 – Other Information		34
SIGNATURES		28
Item 6 – Exhibits		34
Signatures		35

Table of Contents

~~PART~~Part I –- ~~FINANCIAL~~Financial ~~INFORMATION~~Information

~~ITEM~~Item 1. ~~INTERIM~~– ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

CORNER GROWTH ACQUISITION CORP. 2

~~Condensed~~CONDENSED ~~Balance~~BALANCE ~~Sheets (Unaudited) as of~~SHEETS

September 30, 2024 and December 31, 2023

	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets
Cash	$	-		$	-
Prepaid expenses		-			-
Total current assets		-			-
Cash and marketable securities held in trust account		183,749			182,240
Total Assets	$	183,749		$	182,240
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	-		$	-
Due to related party		30,219			25,813
Accrued expenses		9,470			6,711
Total current liabilities		39,689			32,524
Warrant liabilities		61,661			184,982
Deferred underwriting fee payable		-			-
Total Liabilities		101,350			217,506
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 15,048 shares at redemption value as of March 31, 2025 and December 31, 2024.		183,749			182,240
Shareholders’ Deficit
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary Shares, $0.0001 par value, 300,000,000 shares authorized; 4,475,000 and 4,475,000 issued and outstanding, respectively (excluding 15,048 shares subject to possible redemption as of March 31, 2025 and December 31, 2024)		448			448
Class B ordinary Shares, $0.0001 par value, 30,000,000 shares authorized; 150,000 and 150,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024 respectively		15			15
Additional paid-in capital		2,947,543			2,947,543
Accumulated deficit		(3,049,357	)		(3,165,513	)
Total Shareholders’ Deficit		(101,350	)		(217,506	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	183,749		$	182,240

~~See~~The accompanying notes toare an integral part of these unaudited condensed financial statements

	September 30,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current assets
Cash	$	-		$	18,970
Prepaid expenses		-			22,702
Total current assets		-			41,672
Cash and marketable securities held in trust account		5,373,413			21,200,364
Total Assets	$	5,373,413		$	21,242,036
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	450		$	450
Due to related party		-			1,065,496
Accrued expenses		2,305			3,005,916
Total current liabilities		2,755			4,071,862
Warrant liabilities		184,982			333,482
Deferred underwriting fee payable		-			6,475,000
Total Liabilities		187,737			10,880,344
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 452,561 shares at redemption value as of September 30, 2024 and 1,860,214 shares at redemption value as of December 31, 2023		5,373,412			21,200,364
Shareholders’ Deficit
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary Shares, $0.0001 par value, 300,000,000 shares authorized; 4,475,000 and 4,475,000 issued and outstanding, respectively (excluding 452,561 and 1,860,214 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively)		448			448
Class B ordinary Shares, $0.0001 par value, 30,000,000 shares authorized; 150,000 and 150,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023 respectively		15			15
Additional paid-in capital		2,947,543			-
Accumulated deficit		(3,135,743	)		(10,839,135	)
Total Shareholders’ Deficit		(187,736	)		(10,838,672	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	5,373,413		$	21,242,036

Table of Contents

3CORNER ~~Table~~GROWTH ofACQUISITION ~~Contents~~CORP. 2

~~CORNER~~UNAUDITED ~~GROWTH~~CONDENSED ~~ACQUISITION~~STATEMENTS ~~CORP.~~OF 2 OPERATIONS

~~Condensed~~FOR ~~Statements~~THE ofTHREE ~~Operations~~MONTHS ~~(Unaudited)~~ENDED MARCH 31, 2025 AND 2024

	For the three			For the ~~nine~~three			~~For the three~~			~~For the nine~~
	months ended			months ended			~~months ended~~			~~months ended~~
	September 30,			September 30,			September 30,			September 30,
	March 31,			March 31,
	2024			2024			2023			2023
	2025			2024
Operating and formation costs	$	~~(143~~7,~~902~~165	)	$	~~(717~~419,~~672~~747	)	$	~~(225,242~~	)	$	~~(1,456,270~~	)
Loss from operations		(~~143~~7,~~902~~165	)		(~~717~~419,~~672~~747	)		~~(225,242~~	)		~~(1,456,270~~	)
Other income (loss):
Earnings and realized gain on marketable securities held in Trust Account		571,~~358~~509			~~352~~238,~~826~~738			~~264,748~~			~~730,649~~
Debt forgiveness		2,000,514			2,000,514			-			-
Change in fair value of warrant liabilities		123,321			(166,741	)
Realized gain on extinguishment of overallotment liability		-			-			-			-
Net income (loss)	$	117,665		$	(347,750	)
Change in fair value of warrant liabilities		(54,450	)		(54,450	)		49,500			(950,944	)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		15,048			1,612,715
Net income (loss)	$	1,859,520		$	1,581,218		$	89,006		$	(1,676,565	)
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	0.03		$	(0.06	)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		452,561			837,867			1,860,214			2,341,838
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		4,625,000			4,625,000
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	0.37		$	0.29		$	0.01		$	(0.24	)
Basic and diluted net income (loss) per Class A nonredeemable ordinary share and Class B ordinary share	$	0.03		$	(0.06	)
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		4,625,000			4,625,000			4,625,000			4,625,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary share and Class B ordinary share	$	0.37		$	0.29		$	0.01		$	(0.24	)

~~See~~The accompanying notes toare an integral part of these unaudited condensed financial statements

Table of Contents

CORNER GROWTH ~~ACQUISITON~~ACQUISITION CORP. 2

~~Condensed~~UNAUDITED ~~Statement~~CONDENSED ofSTATEMENTS ~~Changes~~OF inCHANGES ~~Stockholders~~IN SHAREHOLDERS’ ~~Deficit~~DEFICIT

~~(Unaudited)~~FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

																Total
	Class AOrdinary Shares				Class BOrdinary Shares						Additional Paid-		Accumulated			Total Stockholders' Equity
	Class A				Class B						Additional					Shareholders’
	Ordinary Shares				Ordinary Shares						Paid-		Accumulated			Equity
	Shares		Amount		Shares			Amount			in Capital		Deficit			(Deficit)
Balance, January 1, 2025		4,475,000	$	448		150,000		$	15		$	2,947,543	$	(3,165,513	)	$	(217,506	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(1,509	)		(1,509	)
Net income / (loss)		-		-		-			-			-		117,665			117,665
Balance, March 31, 2025		4,475,000	$	448		150,000		$	15		$	2,947,543	$	(3,049,357	)	$	(101,350	)
Balance, January 1, 2024		4,475,000	$	448		150,000		$	15		$	-	$	(10,839,135	)	$	(10,838,672	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(238,738	)		(238,738	)
Net income (loss)		-		-		-			-			-		(347,750	)		(347,750	)
Net income / (loss)		-		-		-			-			-		(347,750	)		(347,750	)
Balance, March 31, 2024		4,475,000	$	448		150,000		$	15		$	-	$	(11,425,623	)	$	(11,425,160	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(56,730	)		(56,730	)
Net income (loss)		-		-		-			-			-		69448			69,448
Balance, June 30, 2024		4,475,000		448		150,000			15			-		(11,412,905	)		(11,412,442	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(57,358	)		(57,358	)
Cancellation of Private Warrants												202,950					202,950
Forgiveness of due to related party balance												2,744,593					2,744,593
Waiver of deferred underwriting commissions by underwriter														6,475,000			6,475,000
Net income (loss)		-		-		-			-			-		1,859,520			1,859,520
Balance, September 30, 2024		4,475,000	$	448		150,000		$	15		$	2,947,543	$	(3,135,743	)	$	(187,736	)
Balance, January 1, 2023		-	$	-		4,625,000		$	463		$	-	$	(9,024,453	)	$	(9,023,990	)
Conversion of Class B ordinary shares to Class A ordinary shares		4,475,000		448		(4,475,000	)		(448	)		-		-			-
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(208,954	)		(208,954	)
Net income (loss)		-		-		-			-			-		(1,038,808	)		(1,038,808	)
Balance, March 31, 2023		4,475,000		448		150,000			15			-		(10,272,215	)		(10,271,752	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(256,947	)		(256,947	)
Net income (loss)		-		-		-			-			-		(726,763	)		(726,763	)
Balance, June 30, 2023		4,475,000	$	448		150,000		$	15		$	-	$	(11,255,925	)	$	(11,255,462	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(264,748	)		(264,748	)
Net income (loss)		-		-		-			-			-		89,006			89,006
Balance, September 30, 2023		4,475,000	$	448		150,000		$	15		$	-	$	(11,431,667	)	$	(11,431,204	)

~~See~~The accompanying notes toare an integral part of these unaudited condensed financial statements

Table of Contents

CORNER GROWTH ~~ACQUISITON~~ACQUISITION CORP. 2

~~Condensed~~UNAUDITED ~~Statements~~CONDENSED ofSTATEMENTS ~~Cash~~OF ~~Flows~~CASH ~~(Unaudited)~~FLOWS

	September 30,			September 30,
	2024			2023
Cash Flows from Operating Activities
Net income (loss)	$	1,581,218		$	(1,676,565	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized (gain) loss on marketable securities held in Trust Account		(352,826	)		(730,649	)
Debt Forgiveness		(2,000,514	)
Change in fair value of warrant liabilities		54,450			950,944
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		47,697			498,846
Prepaid expenses		22,702			122,138
Due to related party		628,303			744,370
Net cash used in operating activities		(18,970	)		(90,916	)
Cash Flows from Investing Activities
Investment of cash in Trust Account		(130,000	)		(1,049,799	)
Proceeds received from Trust Account		16,309,778			57,176,699
Net cash provided by investing activities		16,179,778			56,126,900
Cash Flows from Financing Activities
Proceeds received from Sponsor for Trust Account contributions		130,000			1,049,799
Payments to Class A ordinary shareholders for redemption of shares		(16,309,778	)		(57,176,699	)
Payment of offering costs		-			(7,800	)
Net cash used in financing activities		(16,179,778	)		(56,134,700	)
Net change in cash		(18,970	)		(98,716	)
Cash at beginning of the period		18,970			117,686
Cash at end of the period	$	(0	)	$	18,970
Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	352,826		$	730,649
Conversion of Class B ordinary shares to Class A ordinary shares		-			448
Remeasurement of Class A ordinary shares subject to possible redemption		-			730,649
Waiver of deferred underwriting fee payable		6,475,000
Cancellation of private warrants		202,950
Forgiveness of due to related parties		1,693,799			-
Operating expense liability assumed by related party		1,050,795			-

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

See accompanying notes to condensed financial statements

	For the three			For the three
	months ended			months ended
	March 31,			March 31,
	2025			2024
Cash Flows from Operating Activities
Net income (loss)	$	117,665		$	(347,750	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized (gain) loss on marketable securities held in Trust Account		(1,509	)		(238,738	)
Change in fair value of warrant liabilities		(123,321	)		166,741
Changes in operating assets and liabilities:
Accrued expenses		2,759			209,605
Prepaid expenses		-			(38,161	)
Due to related party		4,406			248,113
Net cash used in operating activities		-			(190	)
Cash Flows from Investing Activities
Investment of cash in Trust Account		-			(130,000	)
Proceeds received from Trust Account		-			16,309,778
Net cash provided by investing activities		-			16,179,778
Cash Flows from Financing Activities
Proceeds received from Sponsor for Trust Account contributions		-			130,000
Payments to Class A ordinary shareholders for redemption of shares		-			(16,309,778	)
Payment of offering costs		-			-
Net cash used in financing activities		-			(16,179,778	)
Net change in cash		-			(190	)
Cash at beginning of the period		-			18,970
Cash at end of the period	$	-		$	18,780
Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	1,509		$	238,738
Conversion of Class B ordinary shares to Class A ordinary shares	$	-		$	-

Table of Contents

CORNER GROWTH ACQUISITION CORP. 2

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~September~~MARCH 3031, ~~2024~~2025

Note 1—Description of Organization, Business Operations and Basis of Presentation

Corner Growth Acquisition Corp. 2 (the “Company”), was incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not commenced any operations. All activity for the ~~period~~ through ~~September~~March 3031, ~~2024~~2025 relates to the Company’s formation and the initial public offering described below (the “Initial Public Offering”), and to the Company’s search for a Business Combination target. 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 earnings and realized gain (loss) on marketable securities held in the Trust Account from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (loss). The Company has selected December 31 as its fiscal year end.

The Company’s original sponsor is CGA Sponsor 2, LLC, a Delaware limited liability company (the “Original Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on June 16, 2021. On June 21, 2021, the Company consummated the Initial Public Offering of 18,500,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 1,000,000 Units, at $10.00 per Unit, generating gross proceeds of $185,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,950,000 warrants (including 133,333 Private Placement Warrants purchased in connection with the partial exercise of the underwriter’s over-allotment option) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to CGA Sponsor 2, LLC, generating gross proceeds of $7,425,000, which is described in Note 4.

Transaction costs amounted to $10,873,351 consisting of $3,700,000 of underwriting fees, $6,475,000 of deferred underwriting fees and $698,351 of other offering costs.

Following the closing of the Initial Public Offering on June 21, 2021, an amount of $185,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

~~The~~7 ~~Company~~Table ~~will provide holders (the “Public Shareholders”)~~ of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder 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 to the tender offer rules.Contents

~~Additionally~~The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, ~~each~~par value $0.0001, sold in the Initial Public ~~Shareholder~~Offering ~~may~~(the ~~elect~~“Public Shares”), with the opportunity to redeem ~~its~~all or a portion of their Public Shares ~~irrespective~~upon the completion of ~~whether~~a itBusiness ~~votes~~Combination ~~for~~either or(i) ~~against~~in connection with a shareholder meeting called to approve the ~~proposed~~Business ~~transaction~~Combination or (ii) by means of a tender offer. IfThe decision as to whether the Company ~~seeks~~will seek shareholder approval inof ~~connection with~~ a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the ~~initial~~amount ~~shareholders~~then in the Trust Account (asinitially ~~defined~~anticipated ~~below~~to be $10.00 per Public Share). ~~have~~The ~~agreed~~per-share amount to ~~vote~~be distributed to Public Shareholders who redeem their ~~Founder~~Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as ~~defined~~discussed ~~below~~ in Note 45). ~~and~~These ~~any~~ Public Shares ~~purchased~~are ~~during~~classified oras ~~after~~temporary equity upon the completion of the Initial Public Offering in ~~favor~~accordance ofwith athe ~~Business~~Financial ~~Combination~~Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). ~~Subsequent~~If toa ~~the~~shareholder ~~consummation~~vote ofis not required by law and the ~~Initial~~Company ~~Public~~does ~~Offering~~not decide to hold a shareholder vote for business or other legal reasons, the Company ~~adopted~~will, anpursuant ~~insider~~to ~~trading~~its ~~policy~~Amended ~~which~~and ~~requires~~Restated ~~insiders~~Memorandum toand Articles of Association (i)the ~~refrain~~“Amended ~~from~~and ~~purchasing~~Restated ~~shares~~Memorandum ~~during~~and ~~certain~~Articles ~~blackout~~of ~~periods~~Association”), ~~and~~conduct ~~when~~the ~~they~~redemptions ~~are~~pursuant into ~~possession~~the oftender ~~any~~offer ~~material~~rules ~~non-public~~of ~~information~~the U.S. Securities and Exchange Commission (ii“SEC”) ~~clear~~and ~~all~~file ~~trades~~tender offer documents with the ~~Company’s~~SEC ~~legal counsel~~ prior to ~~execution~~completing a Business Combination. InIf, ~~addition~~however, shareholder approval of the ~~initial~~transactions ~~shareholders~~is ~~have~~required ~~agreed~~by law, or the Company decides to ~~waive~~obtain ~~their~~shareholder ~~redemption~~approval ~~rights~~for ~~with~~business ~~respect~~or tolegal ~~their~~reasons, ~~Founder~~the ~~Shares~~Company ~~and~~will ~~Public~~offer ~~Shares~~to redeem shares in ~~connection~~conjunction with a proxy solicitation pursuant to the ~~completion~~proxy ofrules aand ~~Business~~not ~~Combination~~pursuant to the tender offer rules.

7Additionally, ~~Table~~each Public Shareholder may elect to redeem its Public Shares irrespective of ~~Contents~~whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by the Third Extended Date (as defined below) from the closing of the Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

On May 17, 2022, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with a differentiated food tech platform (the “Target”) for an initial business combination. On April 3, 2023, the Letter of Intent between the Company and the Target was terminated. The Company is continuing to pursue other opportunities.

On8 ~~June~~Table ~~15, 2022, the Company held an extraordinary general meeting (the “June 2022 Extraordinary General Meeting”) which amended the Company’s Amended and Restated Memorandum and Articles~~ of Association to extend the date by which the Company must consummate its initial Business Combination from June 21, 2022 (the “Original Termination Date”) to March 21, 2023 (the “June 2022 Extension Amendment Proposal”). As part of the June 2022 Extraordinary General Meeting, shareholders elected to redeem 11,093,735 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $111,062,537, or approximately $10.01 per share which includes $125,817 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions, 7,406,265 Class A ordinary shares remained issued and outstanding until the March 2023 Extraordinary General Meeting further described below. In order to support the extension to consummate an initial Business Combination to March 21, 2023, the Sponsor agreed to deposit $244,407 into the Trust Account, which is an aggregate of $0.033 per Class A ordinary share for each month of the extension period up to and until October 21, 2022, pro-rated for partial months during the extension period, resulting in a maximum contribution of $977,627, or $0.132 per share of Class A ordinary shares that were not redeemed in connection with the June 2022 Extraordinary General Meeting. Contributions in the amount of $0.033 per Class A ordinary shares were funded on each of June, July, August and September 21, 2022. The Company also agreed to provide the holders of Class A ordinary shares then outstanding with the opportunity to redeem their Class A ordinary shares on or about October 21, 2022 if the Company did not consummate its initial Business Combination as of October 21, 2022. On October 21, 2022, the Company launched a fixed price tender offer (the “2022 Tender Offer”) to purchase and redeem its Class A Ordinary Shares at a purchase price of $10.21 per share of Class A Ordinary Shares, net to seller in cash and without interest upon the terms and subject to the conditions set forth in the 2022 Tender Offer.Contents

OnExtraordinary ~~January~~General 6, 2023, the 2022 Tender Offer expired (the “Expiration Time”). A total of 4,101,830 Class A ordinary shares were validly tendered and not withdrawn in the 2022 Tender Offer. The Company accepted for purchase all such Class A ordinary shares at a purchase price of $10.21 per share for an aggregate purchase price of $41,879,684, which includes $319,942 of earnings in the Trust Account not previously withdrawn. After giving effect to the 2022 Tender Offer, there were 3,304,435 Class A Ordinary Shares issued and outstanding. In connection with the Tender Offer, the Sponsor deposited an additional $198,266 into the Trust Account (an aggregate of $0.06 per Class A ordinary share) on each of January, February and March 9, 2023.Meetings

On ~~March~~June 1015, ~~2023~~2022, ~~pursuant~~the toCompany ~~the~~held ~~terms~~an ofextraordinary general meeting (the “June 2022 Extraordinary General Meeting”) which amended the Company’s Amended and ~~restated~~Restated ~~memorandum~~Memorandum and ~~articles~~Articles of ~~association~~Association ofto extend the date by which the Company must consummate its initial Business Combination from June 21, 2022 (the ~~Sponsor~~“Original Termination Date”) to March 21, 2023 (the ~~holder~~“June of2022 anExtension ~~aggregate~~Amendment Proposal”). As part of 4the June 2022 Extraordinary General Meeting,~~475~~ shareholders elected to redeem 11,~~000~~093,735 Class A ordinary shares, resulting in redemption payments out of the ~~Company’s~~Trust ~~Class~~Account Btotaling ~~Ordinary Shares~~$111,062,537, ~~par~~or ~~value~~approximately $010.~~0001~~01 per share which includes $125,817 ~~elected~~of earnings in the Trust Account not previously withdrawn. Subsequent to ~~convert~~the 4redemptions,~~475~~ 7,~~000~~406,265 Class A ordinary shares ofremained issued and outstanding until the ~~Class~~March B2023 ~~Ordinary~~Extraordinary ~~Shares~~General ~~held~~Meeting byfurther itdescribed onbelow. aIn ~~one-for-one~~order ~~basis~~to support the extension to consummate an initial Business Combination to March 21, 2023, the Sponsor agreed to deposit $244,407 into the Trust Account, which is an aggregate of $0.033 per Class A ~~Ordinary~~ordinary ~~Shares~~share for each month of the ~~Company,~~extension ~~with~~period ~~immediate~~up ~~effect.~~to ~~Following~~and ~~such~~until ~~conversion~~October 21, 2022, pro-rated for partial months during the ~~Company~~extension ~~had~~period, anresulting ~~aggregate~~in a maximum contribution of 7$977,~~779~~627,~~435~~ ~~shares~~or $0.132 per share of Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~issued~~that ~~and~~were ~~outstanding,~~not redeemed in connection with the June 2022 Extraordinary General Meeting. Contributions in the amount of ~~which~~$0.033 ~~3,304,435~~per Class A ordinary shares were ~~subject~~funded toon ~~possible~~each ~~redemption~~of June, July, August and ~~150~~September 21,~~000~~ ~~shares~~2022. ofThe ~~Class~~Company Balso ~~Ordinary~~agreed ~~Shares~~to ~~issued~~provide ~~and~~the ~~outstanding.~~holders Inof ~~connection~~Class A ordinary shares then outstanding with the ~~conversion~~opportunity to redeem their Class A ordinary shares on or about October 21, 2022 if the ~~Sponsor~~Company ~~has~~did ~~agreed~~not toconsummate ~~certain~~its ~~transfer~~initial ~~restrictions,~~Business aCombination ~~waiver~~as of ~~redemption~~October ~~rights~~21, 2022. On October 21, 2022, the Company launched a ~~waiver~~fixed ofprice ~~any~~tender ~~right~~offer (the “2022 Tender Offer”) to ~~receive~~purchase ~~funds~~and ~~from~~redeem ~~the~~its ~~Trust~~Class ~~Account~~A Ordinary Shares at a purchase price of $10.21 per share of Class A Ordinary Shares, net to seller in cash and without interest upon the ~~obligation~~terms and subject to ~~vote~~the inconditions ~~favor~~set offorth anin ~~initial~~the ~~business~~2022 ~~combination~~Tender Offer.

On ~~March~~January 156, 2023, the ~~Company~~2022 ~~held~~Tender anOffer ~~extraordinary~~expired ~~general meeting of shareholders~~ (the “~~March~~Expiration ~~2023~~Time”). ~~Extraordinary~~A ~~General~~total ~~Meeting”)~~of 4,101,830 toClass ~~amend~~A ~~the~~ordinary ~~Company’s~~shares ~~amended~~were ~~and~~validly ~~restated~~tendered ~~memorandum~~ and ~~articles~~not ofwithdrawn ~~association~~in (the ~~“Second~~2022 ~~Articles~~Tender ~~Amendment”)~~Offer. toThe ~~extend~~Company ~~the~~accepted ~~date~~for bypurchase ~~which~~all ~~the~~such ~~Company~~Class ~~has~~A toordinary ~~consummate~~shares at a ~~business~~purchase ~~combination~~price ~~from~~of ~~March~~ $10.21, ~~2023~~per toshare ~~March~~for ~~21,~~an ~~2024~~aggregate ~~(the~~purchase ~~“March~~price ~~2023~~of ~~Extension~~$41,879,684, ~~Amendment~~which ~~Proposal”).~~includes ~~The~~$319,942 ~~shareholders~~ of earnings in the ~~Company~~Trust ~~approved~~Account ~~the~~not ~~March~~previously ~~2023~~withdrawn. ~~Extension~~After ~~Amendment~~giving ~~Proposal~~effect ~~and~~to the ~~Redemption~~2022 ~~Limitation~~Tender ~~Amendment~~Offer, ~~Proposal~~there atwere ~~the~~3,304,435 ~~March~~Class ~~2023~~A ~~Extraordinary~~Ordinary ~~General~~Shares ~~Meeting~~issued and onoutstanding. ~~March~~In ~~15,~~connection ~~2023,~~with the ~~Company~~Tender ~~filed~~Offer, the ~~Second~~Sponsor ~~Articles~~deposited ~~Amendment~~an ~~with~~additional $198,266 into the ~~Cayman~~Trust ~~Islands~~Account ~~Registrar~~(an aggregate of ~~Companies~~$0.06 per Class A ordinary share) on each of January, February and March 9, 2023.

AsOn ~~part~~March 10, 2023, pursuant to the terms of the ~~March~~amended ~~2023~~and ~~Extraordinary~~restated ~~General~~memorandum ~~Meeting,~~and ~~shareholders~~articles ~~elected~~of toassociation ~~redeem~~of 1the Company,~~444,221~~ ~~Class~~the ASponsor, ~~ordinary~~the ~~shares,~~holder ~~resulting~~of inan ~~redemption~~aggregate ~~payments~~of ~~out~~4,475,000 shares of the ~~Trust~~Company’s ~~Account~~Class ~~totaling~~B ~~$15~~Ordinary Shares,~~297,014,~~ orpar ~~approximately~~value $100.590001 per share, ~~which~~elected ~~includes~~to ~~$404~~convert 4,~~207~~475,000 shares of ~~earnings~~the inClass ~~the~~B ~~Trust~~Ordinary ~~Account~~Shares ~~not~~held ~~previously~~by ~~withdrawn.~~it ~~Subsequent~~on toa ~~the~~one-for-one ~~redemptions~~basis ~~and~~into ~~the~~Class ~~conversion~~A ~~and~~Ordinary ~~through~~Shares ~~December~~of 31the Company, ~~2024~~with immediate effect. Following such conversion, 6the Company had an aggregate of 7,~~335~~779,~~214~~435 shares of Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~remained~~ issued and outstanding, of which 13,~~860~~304,~~214~~435 were subject to possible redemption, ~~until~~and 150,000 shares of Class B Ordinary Shares issued and outstanding. In connection with the ~~March~~conversion, ~~2024~~the ~~Extraordinary~~Sponsor ~~General~~has ~~Meeting~~agreed ~~further~~to ~~described~~certain ~~below~~transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the Trust Account and the obligation to vote in favor of an initial business combination.

~~The~~On ~~Company~~March ~~and~~15, 2023, the ~~Sponsor~~Company ~~have~~held ~~agreed~~an ~~that~~extraordinary ~~they~~general ~~will~~meeting ~~deposit~~of ~~into~~shareholders (the ~~Trust~~“March ~~Account~~2023 anExtraordinary ~~amount~~General ~~equal~~Meeting”), to amend the ~~lesser~~Company’s ofamended ~~(i)~~and ~~$0.04~~restated ~~per~~memorandum ~~share~~and orarticles ~~(ii)~~of ~~$65,000.00~~association ~~for each month~~ (the “Second ~~Monthly~~Articles ~~Contribution~~Amendment”) ofto ~~the~~extend ~~second extension period up and until February 21, 2024, resulting in a maximum contribution of $0.48 per share of Class A Ordinary Shares that is not redeemed in connection with~~ the ~~March~~date ~~2023~~by ~~Extraordinary~~which ~~General Meeting (~~the ~~“Second~~Company ~~Maximum~~has ~~Contribution”,~~to ~~and~~consummate ~~the~~a ~~period~~business combination from March 21, 2023 to March 21, 2024 (the “~~Second~~March ~~Guaranteed~~2023 ~~Payment~~Extension ~~Period~~Amendment Proposal”),. ~~subject~~The toshareholders of the Company’s ~~and~~approved the ~~Sponsor’s~~March ~~right~~2023 toExtension ~~stop~~Amendment ~~making~~Proposal ~~said~~and ~~Monthly~~the ~~Contributions.~~Redemption ~~This~~Limitation ~~contribution~~Amendment ~~was~~Proposal ~~funded~~at onthe orMarch ~~about~~2023 ~~the~~Extraordinary ~~21st~~General ofMeeting ~~each~~and ~~month~~on ~~through~~March ~~February~~15, 212023, ~~2024;~~the ~~provided~~Company ~~that,~~filed nothe ~~such~~Second ~~deposits~~Articles ~~will~~Amendment bewith ~~made~~the ~~following~~Cayman ~~the~~Islands ~~completion~~Registrar of ~~any business combination~~Companies.

8As ~~Table~~part of ~~Contents~~the March 2023 Extraordinary General Meeting, shareholders elected to redeem 1,444,221 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $15,297,014, or approximately $10.59 per share which includes $404,207 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions and the conversion and through December 31, 2024, 6,335,214 Class A ordinary shares remained issued and outstanding, of which 1,860,214 were subject to possible redemption until the March 2024 Extraordinary General Meeting further described below.

OnThe ~~March~~Company 8,and ~~2024,~~ the ~~Company~~Sponsor ~~held~~have anagreed ~~extraordinary~~that ~~general~~they ~~meeting~~will ofdeposit ~~shareholders~~into (the ~~“March~~Trust ~~2024~~Account ~~Extraordinary~~an ~~General~~amount ~~Meeting,”),~~equal to ~~amend~~ the ~~Company’s~~lesser ~~amended~~of ~~and~~(i) ~~restated~~$0.04 ~~memorandum~~per ~~and~~share ~~articles~~or of(ii) ~~association~~$65,000.00 tofor ~~extend~~each month (the ~~date~~“Second byMonthly ~~which~~Contribution”) of the ~~Company~~second ~~has~~extension toperiod ~~consummate~~up aand ~~business~~until ~~combination~~February ~~from March~~ 21, 2024 ~~to December 31~~, ~~2024~~resulting ~~(the~~in ~~“March~~a ~~2024~~maximum ~~Extension~~contribution ~~Amendment~~of ~~Proposal”)~~$0.48 ~~and~~per ~~eliminate~~share ~~the~~of ~~limitation that the Company shall not redeem~~ Class A Ordinary Shares ~~included~~that asis ~~part~~not ofredeemed ~~the units sold~~ in ~~the~~connection ~~IPO~~with to the ~~extent~~March ~~that~~2023 ~~such~~Extraordinary ~~redemption~~General ~~would~~Meeting ~~cause~~ (the ~~Company’s~~“Second ~~net~~Maximum ~~tangible~~Contribution”, ~~assets~~and tothe beperiod ~~less~~from ~~than~~March $521,~~000,001.~~ As2023 ~~part~~to ~~of the~~ March 21, 2024 ~~Extraordinary~~the ~~General~~“Second ~~Meeting~~Guaranteed Payment Period”), subject to the Company’s and~~/or~~ the Sponsor’s isright noto ~~longer~~stop ~~required~~making tosaid ~~deposit~~Monthly ~~monthly~~Contributions. ~~contributions~~This ~~into~~contribution ~~the~~was ~~trust~~funded ~~account.~~on ~~The~~or ~~shareholders~~about ~~approved~~ the ~~March~~21st ~~2024~~of ~~Extension~~each ~~Amendment~~month ~~Proposal~~through ~~and~~February ~~the~~21, ~~Company~~2024; ~~filed~~provided ~~the~~that, ~~amended~~no ~~and~~such ~~restated~~deposits ~~memorandum~~will ~~and~~be ~~articles~~made offollowing ~~association with~~ the ~~Cayman~~completion ~~Islands~~of ~~Registrar~~any ofbusiness ~~Companies~~combination.

As9 ~~part~~Table of the March 2024 Extraordinary General Meeting, shareholders elected to redeem 1,407,653 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $16,309,778, or approximately $11.59 per share which includes $1,203,822 of earnings in the trust account not previously withdrawn.Contents

~~Subsequent~~On March 8, 2024, the Company held an extraordinary general meeting of shareholders (the “March 2024 Extraordinary General Meeting,”), to amend the ~~redemptions~~Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from March 21, 42024 to December 31,~~927,561~~ 2024 (the “March 2024 Extension Amendment Proposal”) and eliminate the limitation that the Company shall not redeem Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~remained~~included ~~issued~~as part of the units sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. As part of the March 2024 Extraordinary General Meeting, the Company and/or ~~outstanding~~the Sponsor is no longer required to deposit monthly contributions into the trust account. The shareholders approved the March 2024 Extension Amendment Proposal and the Company filed the amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies.

OnAs ~~August~~part ~~15,~~of ~~2024,~~ the ~~Company,~~March ~~CGA~~2024 ~~Sponsor~~Extraordinary 2,General ~~LLC (the "Original Sponsor")~~Meeting, ~~Connor~~shareholders ~~Square,~~elected ~~LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a share purchase agreement (the “Purchase Agreement”). Pursuant~~ to ~~the~~redeem ~~Purchase Agreement~~1, ~~among other things: (a) the Original Sponsor transferred an aggregate of 2~~407,~~685,000~~653 Class A ~~Ordinary~~ordinary ~~Shares~~shares, ofresulting ~~the~~in ~~Company~~redemption topayments ~~the~~out ~~New~~of ~~Sponsor; (b)~~ the ~~New~~trust ~~Sponsor~~account ~~executed~~totaling ~~a joinder agreement to become a party to that certain letter agreement, dated June~~ $16, ~~2021 ("Letter Agreement")~~309, ~~and that certain Registration Rights Agreement~~778, ~~dated~~or ~~June~~approximately ~~16,~~$11.59 ~~2021~~per ~~("Registration~~share ~~Rights~~which ~~Agreement"),~~includes ~~each originally entered into in connection with the Company’s initial public offering ("IPO")~~$1, ~~among the Company~~203,822 ~~the Original Sponsor, and certain equity holders~~ of ~~the~~earnings ~~Company;~~in ~~(c)~~ the ~~Original~~trust ~~Sponsor~~account ~~and~~not ~~holders~~previously ofwithdrawn. ~~Class~~Subsequent ~~B Shares granted the New Sponsor the irrevocable right~~ to ~~vote~~ the ~~retained~~redemptions, shares on their behalf and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the “Warrant Cancellation Agreements”) to cancel an aggregate of 4,~~950~~927,~~000~~561 ~~private~~Class ~~placement~~A ~~warrants~~ordinary ~~purchased~~shares byremained ~~the~~issued ~~Original Sponsor at the time of the IPO;~~ and ~~(e) certain creditors agreed to cancel or reduce the amounts owed by the Company, with any remaining liabilities assigned to the Original Sponsor (the "Debt Assignment Agreements")~~outstanding. Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement whereby Cantor agreed to accept a certain number of shares of the Company following any business combination in lieu of the cash deferred commissions owed from the IPO.

On ~~February~~August 2215, 2024, the Company, ~~received~~CGA Sponsor 2, LLC (the "Original Sponsor"), Connor Square, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a ~~letter~~share purchase agreement (the “~~Notice~~Purchase Agreement”). ~~from~~Pursuant to the ~~Listing~~Purchase ~~Qualifications~~Agreement, ~~Department~~among other things: (a) the Original Sponsor transferred an aggregate of ~~The~~2,685,000 ~~Nasdaq~~Class ~~Stock~~A ~~Market~~Ordinary ~~LLC~~Shares of the Company to the New Sponsor; (~~“Nasdaq”~~b) ~~notifying~~the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 ("Letter Agreement"), and that certain Registration Rights Agreement, dated June 16, 2021 ("Registration Rights Agreement"), each originally entered into in connection with the Company’s ~~that~~initial public offering ("IPO"), among the Company, nothe ~~longer~~Original ~~meets~~Sponsor, and certain equity holders of the ~~minimum~~Company; ~~300~~(c) ~~public~~the Original Sponsor and holders ~~requirement~~of ~~for~~Class ~~The~~B ~~Nasdaq~~Shares ~~Capital~~granted ~~Market~~the ~~pursuant~~New Sponsor the irrevocable right to ~~Nasdaq~~vote ~~Listing~~the ~~Rule~~retained ~~5500~~shares on their behalf and to take certain other actions on their behalf (athe "POA Agreements"); (3d) the Original Sponsor entered into surrender and cancellation agreements (the “~~Minimum~~Warrant ~~Public~~Cancellation ~~Holders Requirement~~Agreements”). ~~The~~to ~~Company~~cancel ~~timely~~an ~~submitted~~aggregate aof ~~plan~~4,950,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to ~~regain~~cancel ~~compliance~~or reduce the amounts owed by the Company, with any remaining liabilities assigned to the ~~Minimum~~Original ~~Public~~Sponsor ~~Holders~~(the ~~Requirement~~"Debt Assignment Agreements"). OnAdditionally, ~~May~~the 10Company, ~~2024~~the Original Sponsor, the ~~Company~~New ~~received~~Sponsor, aand ~~letter~~Cantor ~~from~~Fitzgerald ~~Nasdaq~~& ~~notifying~~Co., as the ~~Company~~underwriter ~~that~~of the ~~Company had~~IPO, ~~based~~entered oninto ~~email~~an ~~correspondence~~agreement ~~with~~whereby ~~Nasdaq,~~Cantor ~~demonstrated~~agreed ~~that~~to itaccept ~~was~~a incertain ~~compliance~~number ~~with~~of shares of the ~~Minimum~~Company ~~Public~~following ~~Holders~~any ~~Requirement.~~business Ascombination ~~such,~~in ~~Nasdaq~~lieu ~~considers~~of the ~~matter~~cash ~~closed~~deferred commissions owed from the IPO.

On ~~May~~December 1023, 2024, the Company ~~received~~held aan ~~letter~~extraordinary general meeting of shareholders (the “~~Second~~December ~~Notice~~2024 Extraordinary General Meeting”) ~~from~~to amend the ~~Listing~~Company’s ~~Qualifications~~amended ~~Department~~and ofrestated ~~Nasdaq~~memorandum ~~notifying~~and ~~the~~articles ~~Company~~of ~~that~~association ~~the~~to ~~Company~~extend nothe ~~longer~~date ~~meets~~by which the ~~minimum~~Company ~~500,000~~has ~~publicly~~to ~~held~~consummate ~~shares~~a ~~requirement~~business ~~for~~combination ~~The~~from ~~Nasdaq~~December ~~Capital~~31, ~~Market~~2024, ~~pursuant~~ to ~~Nasdaq~~December ~~Listing~~31, ~~Rule~~2025 ~~5550~~(~~a)(4) (~~the “~~Minimum~~December ~~Publicly~~2024 ~~Held~~Extension ~~Shares~~Amendment ~~Requirement~~Proposal”). Onor ~~June~~such ~~24,~~earlier ~~2024,~~liquidation ~~the~~and ~~Company~~dissolution ~~submitted~~date aas ~~plan to regain compliance with~~ the ~~Minimum~~Company’s ~~Publicly~~board ~~Held~~of ~~Shares~~directors ~~Requirement~~may approve. The ~~Second~~shareholders ~~Notice~~approved isthe ~~only~~December a2024 ~~notification~~Extension ofAmendment ~~deficiency~~Proposal, ~~not~~and ofin ~~imminent~~connection ~~delisting~~therewith, ~~and~~the ~~has~~Company nofiled ~~current~~an ~~effect~~amendment onto ~~the~~its ~~listing~~memorandum orand ~~trading~~articles of ~~the~~association ~~Company’s~~with ~~securities~~the onCayman ~~The~~Islands ~~Nasdaq~~Registrar ~~Capital~~of ~~Market~~Companies.

OnIn ~~June~~connection ~~17,~~with ~~2024,~~ the ~~Company~~vote ~~received~~to aapprove ~~notice from~~ the ~~Listing~~December ~~Qualifications~~2024 ~~Department~~Extension ofAmendment ~~Nasdaq indicating that~~Proposal, ~~unless~~shareholders ~~the~~elected ~~Company~~to ~~timely~~redeem ~~requested a hearing before the Nasdaq Hearings Panel (the “Panel”)~~437,513 ~~the~~Class ~~Company’s~~A ~~securities~~ordinary (shares, ~~warrants,~~resulting ~~and~~in ~~rights)~~redemption ~~would~~payments beout ~~subject~~of ~~to suspension and delisting from The Nasdaq Capital Market at~~ the ~~opening~~trust ofaccount ~~business~~totalling ~~on June 26~~$5, ~~2024~~238,525, ~~due~~or toapproximately ~~the Company’s non-compliance with Nasdaq IM-5101-2~~$11.97 ~~This~~per ~~rule requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement~~share. The ~~Company~~redemption ~~submitted~~payments aincluded ~~request for a hearing to~~ the ~~Panel~~proportionate onshare ~~June 24, 2024, which resulted in a temporary stay~~ of ~~the~~Trust ~~delisting~~Account ~~action~~earnings. ~~The Panel convened to review the Company’s appeal on July 25, 2024.~~ Following ~~the~~these ~~hearing~~redemptions, ~~Nasdaq~~an ~~notified~~aggregate ~~the Company that, despite the Company’s request for additional time, the delisting~~ of ~~the Company’s securities would proceed. On October~~ 15,048 2024, Nasdaq filed Form 25 with the Securities and Exchange Commission to formally remove the Company’s securities from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective at the opening of business on August 14, 2024. As of that date, the Company’s securities, including Class A ordinary shares, ~~warrants,~~remained ~~and~~issued ~~units, were no longer listed or registered on Nasdaq. The Company’s public warrants remain outstanding,~~ and the Company is currently evaluating alternative options, including over-the-counter (OTC) trading and potential future re-listing on the exchanges, in order to maximize shareholder value. (See Note 9 to the notes to the unaudited condensed financial statements for further information regarding this delisting and its impact on the Company's operations).outstanding

IfNasdaq ~~the~~Notice Company is unable to complete a Business Combination by December 31, 2024 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 Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.Hearing

9On ~~Table~~February 22, 2024, the Company received a letter (the “Notice”) from the Listing Qualifications Department of ~~Contents~~The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5500 (a) (3) (the “Minimum Public Holders Requirement”). The Company timely submitted a plan to regain compliance with the Minimum Public Holders Requirement. On May 10, 2024, the Company received a letter from Nasdaq notifying the Company that the Company had, based on email correspondence with Nasdaq, demonstrated that it was in compliance with the Minimum Public Holders Requirement. As such, Nasdaq considers the matter closed.

~~The~~On ~~initial~~May ~~shareholders~~10, ~~have~~2024, ~~agreed to waive their liquidation rights with respect to~~ the ~~Founder Shares if the~~ Company ~~fails~~received ~~to complete~~ a ~~Business~~letter ~~Combination within~~ (the ~~Combination~~“Second ~~Period.~~Notice”) ~~However,~~from if the ~~initial~~Listing ~~shareholders~~Qualifications orDepartment ~~members~~ of ~~the~~Nasdaq ~~Company’s~~notifying ~~management team acquire Public Shares in or after~~ the ~~Initial~~Company ~~Public~~that ~~Offering, they will be entitled to liquidating distributions from~~ the ~~Trust~~Company ~~Account~~no ~~with~~longer ~~respect~~meets ~~to such Public Shares if~~ the ~~Company~~minimum ~~fails~~500,000 topublicly ~~complete~~held ashares ~~Business~~requirement ~~Combination~~for ~~within the Combination Period.~~ The ~~underwriters~~Nasdaq ~~have~~Capital ~~agreed~~Market topursuant ~~waive their rights~~ to ~~their~~Nasdaq ~~deferred~~Listing ~~underwriting~~Rule ~~commission~~ 5550(~~see Note 5~~a)(4) ~~held in~~ (the ~~Trust~~“Minimum ~~Account~~Publicly inHeld the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amount 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 residual assets remaining available for distribution (including Trust Account assets~~Requirement”) ~~will be only $10~~.00 ~~per~~On ~~share~~June ~~initially~~24, ~~held in the Trust Account. In order to protect the amounts held in the Trust Account~~2024, the ~~Sponsor has agreed to be liable to the~~ Company ifsubmitted ~~and to the extent any claims by~~ a ~~vendor~~plan ~~for services rendered or products sold~~ to ~~the~~regain ~~Company,~~compliance ~~or a prospective target business~~ with ~~which~~ the ~~Company~~Minimum ~~has~~Publicly ~~discussed~~Held ~~entering~~Shares ~~into a transaction agreement, reduce the amount of funds in the Trust Account~~Requirement. ~~This~~The ~~liability~~Second ~~will~~Notice ~~not~~is ~~apply~~only ~~with respect to any claims by~~ a ~~third~~notification ~~party who executed a waiver~~ of ~~any right~~deficiency, ~~title,~~not ~~interest or claim~~ of ~~any~~imminent ~~kind~~delisting, inand orhas tono ~~any~~current ~~monies~~effect ~~held~~on in the ~~Trust~~listing ~~Account~~ or totrading ~~any~~of ~~claims under~~ the Company’s ~~indemnity~~securities ofon the underwriters of the Initial Public Offering 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~~Nasdaq ~~will~~Capital 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 for the Company’s independent registered 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 AccountMarket.

~~Liquidity~~On June 17, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and ~~Going~~rights) ~~Concern~~would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on June 26, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2. This rule requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company submitted a request for a hearing to the Panel on June 24, 2024, which resulted in a temporary stay of the delisting action. The Panel convened to review the Company’s appeal on July 25, 2024. Following the hearing, Nasdaq notified the Company that, despite the Company’s request for additional time, the delisting of the Company’s securities would proceed. On October 15, 2024, Nasdaq filed Form 25 with the Securities and Exchange Commission to formally remove the Company’s securities from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective at the opening of business on August 14, 2024. As of that date, the Company’s securities, including Class A ordinary shares, warrants, and units, were no longer listed or registered on Nasdaq. The Company’s public warrants remain outstanding, and the Company is currently evaluating alternative options, including over-the-counter (OTC) trading and potential future re-listing on the exchanges, in order to maximize shareholder value.

As10 ofTable September 30, 2024, the Company had $0 in its operating bank accounts, $5,373,413 in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of ~~$2,755.~~Contents

~~Until the consummation of a~~ Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination.Agreement

InIf ~~order~~the toCompany ~~finance~~is ~~transaction~~unable ~~costs related~~ to ~~the~~complete ~~intended~~a Business Combination by December 31, 2025 the ~~Sponsor,~~Company anwill ~~affiliate~~(i) ofcease all operations except for the ~~Sponsor~~purpose of winding up, or(ii) ~~certain~~as ofpromptly ~~the~~as ~~Company’s~~reasonably ~~officers~~possible ~~and~~but ~~directors~~not ~~may~~more than ten business days thereafter, ~~but~~redeem ~~are~~the ~~not~~Public ~~obligated~~Shares, toat a per-share price, ~~loan~~payable ~~funds~~in cash, equal to the ~~Company~~aggregate asamount ~~necessary.~~then Ason ofdeposit ~~August~~in ~~15,~~the ~~2024~~Trust Account, inincluding ~~connection~~interest ~~with~~(which ~~the~~interest ~~sale~~shall be net of ~~the~~taxes ~~Sponsor’s~~payable and up to $100,000 of interest to ~~the~~pay ~~New~~dissolution ~~Sponsor~~expenses), divided by the ~~Company’s~~number of then issued and outstanding ~~liabilities~~Public Shares, ~~amounting~~which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to ~~$1,050,795,~~receive ~~consisting~~further ofliquidation ~~operating~~distributions, if any) and ~~formation~~(iii) ~~costs,~~as ~~were~~promptly ~~transferred~~as reasonably possible following such redemption, subject to the ~~Original~~approval ~~Sponsor.~~of ~~Following~~the ~~this~~remaining ~~transaction,~~shareholders and the ~~Company~~board ~~had~~of nodirectors, ~~outstanding~~liquidate ~~liabilities~~and dissolve, subject in each case to the ~~former~~Company’s ~~Sponsor~~obligations asunder ofCayman ~~September~~Islands ~~30,~~law ~~2024,~~to ~~with~~provide ~~all~~for ~~such~~claims ~~debts~~of ~~effectively~~creditors ~~settled~~and ~~upon~~other ~~transfer~~requirements of applicable law.

InThe ~~connection~~initial shareholders have agreed to waive their liquidation rights with ~~our~~respect ~~assessment~~to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of ~~going~~the ~~concern~~Company’s ~~considerations~~management team acquire Public Shares in ~~accordance~~or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with ~~FASB~~respect ~~ASC~~to ~~Subtopic~~such ~~205-40~~Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, ~~“Presentation~~in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of ~~Financial~~the ~~Statements~~Public -Shares. ~~Going~~In ~~Concern”~~the event of such distribution, ~~management~~it ~~has~~is ~~determined~~possible that the ~~date~~per share value of the residual assets remaining available for ~~mandatory~~distribution ~~liquidation~~(including ~~and~~Trust ~~dissolution~~Account ~~raise~~assets) ~~substantial~~will ~~doubt~~be ~~about~~only ~~our~~$10.00 ~~ability~~per share initially held in the Trust Account. In order to ~~continue~~protect asthe aamounts ~~going~~held ~~concern~~in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a ~~period~~prospective oftarget ~~time~~business with which isthe ~~considered~~Company tohas bediscussed ~~one~~entering ~~year~~into ~~from~~a transaction agreement, reduce the ~~issuance~~amount of ~~these~~funds ~~unaudited~~in ~~condensed~~the ~~financial~~Trust ~~statements~~Account. ~~The~~This ~~Company~~liability ~~also~~will ~~demonstrates~~not ~~other~~apply ~~adverse~~with ~~conditions~~respect ~~that~~to ~~raise~~any ~~substantial~~claims ~~doubt~~by ~~about~~a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s ~~ability~~indemnity toof ~~continue~~the asunderwriters aof ~~going~~the ~~concern~~Initial ~~for~~Public ~~one~~Offering ~~year~~against ~~following~~certain liabilities, including liabilities under the ~~issuance~~Securities Act of ~~these~~1933, ~~unaudited~~as ~~condensed~~amended ~~financial~~(the ~~statements~~“Securities Act”). ~~These~~Moreover, ~~other~~in ~~adverse~~the ~~conditions~~event ~~are~~that ~~negative~~an ~~financial~~executed ~~trends~~waiver is deemed to be unenforceable against a third party, ~~specifically~~the ~~working~~Sponsor ~~capital~~will ~~deficiency~~not ~~and~~be ~~other~~responsible ~~adverse~~to ~~key~~the ~~financial~~extent ~~ratios~~of any liability for such third-party claims. NoThe ~~adjustments~~Company ~~have~~will ~~been~~seek ~~made~~to reduce the possibility that the Sponsor will have to indemnify the ~~carrying~~Trust ~~amounts~~Account ordue ~~classification~~to claims of ~~assets~~creditors orby ~~liabilities~~endeavoring ~~should~~to have all vendors, service providers (except for the Company’s beindependent ~~required~~registered toaccounting ~~liquidate~~firm), ~~after~~prospective ~~December~~target ~~31,~~businesses ~~2024,~~or ~~our~~other ~~scheduled~~entities ~~liquidation~~with ~~date~~which ifthe weCompany dodoes ~~not~~business ~~elect~~execute toagreements ~~extend~~with the ~~Third~~Company ~~Extended~~waiving ~~Date~~any right, title, interest or ~~complete~~claim ~~the~~of ~~Business~~any ~~Combination~~kind ~~prior~~in or to ~~such~~monies ~~date~~held in the Trust Account.

~~Note~~Liquidity 2and —Going ~~Summary of Significant Accounting Policies~~Concern

~~Basis~~As of ~~Presentation~~March 31, 2025, the Company had $0 in its operating bank accounts, $183,749 in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $39,689.

~~The~~Until ~~accompanying~~the ~~unaudited~~consummation ~~condensed~~of ~~financial~~a ~~statements~~Business ~~are~~Combination, ~~presented~~the inCompany ~~U.S.~~will ~~dollars~~be inusing ~~conformity~~the ~~with~~funds ~~accounting~~not ~~principles~~held ~~generally accepted~~ in the ~~United~~Trust ~~States~~Account offor ~~America~~identifying ~~(“U.S. GAAP”)~~ and ~~pursuant~~evaluating toprospective ~~the~~acquisition ~~rules~~candidates, ~~and~~performing ~~regulations~~due ofdiligence ~~the~~on ~~SEC.~~prospective ~~Accordingly~~target businesses, ~~they~~paying dofor ~~not~~travel ~~include~~expenditures, ~~all~~selecting of the ~~information~~target ~~and~~business ~~footnotes~~to ~~required~~acquire, byand ~~U.S.~~structuring, ~~GAAP.~~negotiating Inand consummating the ~~opinion~~Business ofCombination. ~~management,~~Based ~~the~~on ~~unaudited~~its ~~condensed~~current ~~financial~~cash ~~statements~~and ~~reflect~~working ~~all~~capital ~~adjustments~~balances, ~~which~~management ~~include~~believes ~~only~~that ~~normal~~the ~~recurring~~Company ~~adjustments~~will ~~necessary~~not ~~for~~have ~~the~~sufficient ~~fair~~working ~~statement~~capital ofto ~~the~~meet ~~balances~~its ~~and~~needs ~~results~~through ~~for~~ the ~~periods~~consummation ~~presented~~of a Business Combination.

~~The~~In ~~accompanying~~connection ~~unaudited~~with ~~condensed~~our ~~financial~~assessment ~~statements~~of ~~should~~going beconcern ~~read~~considerations in ~~conjunction~~accordance with ~~the~~FASB ~~audited~~ASC Subtopic 205-40, “Presentation of Unaudited condensed financial statements ~~and~~- ~~notes~~Going ~~thereto~~Concern”, ~~included~~management inhas determined that the ~~Company’s~~date ~~Annual~~for ~~Report~~mandatory onliquidation ~~Form~~and ~~10-K~~dissolution ~~for~~raise ~~the~~substantial ~~year~~doubt ~~ended~~about ~~December~~our ~~31,~~ability ~~2023~~to continue as ~~filed~~a ~~with~~going concern for a period of time which is considered to be one year from the ~~SEC~~issuance onof ~~April~~these 1,unaudited ~~2024~~condensed financial statements. The ~~accompanying~~Company ~~condensed~~also ~~balance~~demonstrates ~~sheet~~other asadverse ofconditions ~~December~~that ~~31,~~raise ~~2023~~substantial ~~has~~doubt ~~been~~about ~~derived~~the ~~from~~Company’s ability to continue as a going concern for one year following the ~~audited~~issuance of these unaudited condensed financial statements. ~~The~~These ~~interim~~other ~~results~~adverse ~~for~~conditions ~~the~~are ~~three~~negative financial trends, specifically working capital deficiency and ~~nine~~other ~~months~~adverse ~~ended~~key ~~September~~financial ~~30,~~ratios. ~~2024~~No ~~are~~adjustments ~~not~~have ~~necessarily~~been ~~indicative~~made ofto the ~~results~~carrying toamounts beor ~~expected~~classification ~~for~~of assets or liabilities should the ~~year~~Company ~~ending~~be required to liquidate after December 31, ~~2024~~2025, our scheduled liquidation date if we do not elect to extend the Fourth Extended Date or ~~for~~complete ~~any~~the ~~future~~Business ~~interim~~Combination ~~periods~~prior to such date.

~~Use~~11 Table of ~~Estimates~~Contents

~~The~~Note ~~preparation~~2 of— ~~financial~~Summary ~~statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~Significant ~~and~~Accounting liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.Policies

~~Cash~~Basis ~~and~~of ~~Cash Equivalents~~Presentation

The ~~Company~~accompanying ~~considers~~unaudited ~~all~~condensed ~~short-term~~financial ~~investments~~statements ~~with~~are anpresented ~~original~~in ~~maturity of three months or less when purchased to be cash equivalents~~U.S. ~~All~~dollars ofin ~~the~~conformity ~~Company’s~~with ~~cash~~accounting ~~and~~principles ~~marketable~~generally ~~securities~~accepted ~~held~~ in ~~Trust~~the ~~Account~~United ~~are~~States ~~considered cash equivalents as~~ of ~~September~~America ~~30, 2024~~(“U.S. ~~The~~GAAP”) ~~Company~~and ~~did~~pursuant ~~not~~to ~~have~~the ~~any~~rules and ~~cash~~regulations ~~equivalents as~~ of ~~December~~the ~~31, 2023~~SEC.

10Use ~~Table~~ of ~~Contents~~Estimates

~~Marketable~~The ~~Securities~~preparation ~~Held~~of unaudited condensed financial statements in ~~Trust~~conformity ~~Account~~with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

AtCash December 31, 2023, substantially all of the assets held in the Trust Account were held in cash or in a money market mutual fund in U.S. based trust accounts at UBS Financial Services, Inc. with Continental Stock Transfer & Trust Company acting as trustee. On April 1, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and ~~thereafter~~Cash to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts). As a result, the cash was transferred from UBS Financial Services, Inc. to Morgan Stanley. At September 30, 2024, substantially all of the assets held in the Trust Account were held in U.S. based trust accounts at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee.Equivalents

The Company ~~accounts~~considers ~~for~~all ~~its~~short-term ~~securities~~investments ~~held~~with inan ~~the~~original ~~Trust~~maturity ~~Account~~of inthree ~~accordance~~months ~~with~~or ~~the~~less ~~guidance~~when inpurchased ~~ASC~~to ~~Topic~~be ~~320,~~cash ~~“Investments – Debt Securities~~equivalents.” ~~These~~All ~~securities~~of ~~are~~the ~~classified~~Company’s ascash ~~trading securities with earnings~~ and ~~realized~~marketable ~~gain (loss) recognized through other income. The Company values its~~ securities held in ~~the~~ Trust Account ~~based~~are onconsidered ~~quoted~~cash ~~prices~~equivalents inas ~~active~~of ~~markets~~March ~~(see~~31, ~~Note~~2025 8and ~~for~~December ~~more~~31, ~~information)~~2024.

~~Warrant~~Marketable ~~Liabilities~~Securities Held in Trust Account

~~The~~At ~~Company~~March accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 81531, ~~Derivatives~~2025 and ~~Hedging~~December ~~(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480~~31, ~~meet the definition of a liability pursuant to ASC 480~~2024, ~~and~~substantially ~~whether the warrants meet~~ all of the ~~requirements~~assets ~~for~~held ~~equity~~in ~~classification under ASC 815, including whether~~ the ~~warrants~~Trust ~~are~~Account ~~indexed~~were toheld ~~the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”~~ in ~~a circumstance outside of the Company’s control, among other conditions for equity classification~~U.S. ~~This~~based ~~assessment,~~trust ~~which~~accounts ~~requires~~at ~~the~~Morgan ~~use~~Stanley ofwith ~~professional~~Continental ~~judgment,~~Stock isTransfer ~~conducted~~& atTrust ~~the~~Company ~~time~~acting ~~of warrant issuance and~~ as ~~of each subsequent quarterly period end date while the warrants are outstanding~~trustee.

~~For~~The ~~issued~~Company oraccounts ~~modified~~for ~~warrants~~its ~~that~~securities ~~meet~~held ~~all~~in of the ~~criteria~~Trust ~~for~~Account ~~equity classification, the warrants are required to be recorded as a component of additional paid-~~ in ~~capital~~accordance atwith the ~~time~~guidance ofin ~~issuance.~~ASC ~~For~~Topic ~~issued~~320, or“Investments ~~modified~~– ~~warrants~~Debt ~~that~~Securities.” doThese ~~not~~securities ~~meet all the criteria for equity classification, the warrants~~ are ~~required~~classified ~~to be recorded~~ as ~~liabilities~~trading atsecurities ~~their~~with ~~initial~~earnings ~~fair~~and ~~value~~realized ongain ~~the~~(loss) ~~date~~recognized ofthrough ~~issuance,~~other ~~and~~income. ~~each~~The ~~balance~~Company ~~sheet~~values ~~date~~its ~~thereafter.~~securities ~~Changes~~held in the ~~estimated~~Trust ~~fair~~Account ~~value~~based ~~of the warrants are recognized as a non-cash gain or loss~~ on ~~the~~quoted ~~condensed~~prices ~~statements~~in ofactive ~~operations.~~markets ~~There~~(see ~~were~~Note no8 ~~changes~~for tomore ~~the classification during the three and six months ended September 30, 2024~~information).

~~Class~~Warrant ~~A Ordinary Shares Subject to Possible Redemption~~Liabilities

The Company accounts for ~~its~~warrants ~~Class~~as Aeither ~~ordinary~~equity-classified ~~shares~~or ~~subject~~liability-classified toinstruments ~~possible~~based ~~redemption~~on inan ~~accordance~~assessment ~~with~~of the ~~guidance~~warrant’s inspecific ~~ASC~~terms ~~480.~~and ~~Class~~applicable Aauthoritative ~~ordinary~~guidance ~~shares~~in ~~subject~~FASB toASC ~~mandatory~~480 ~~redemption~~and ~~are~~ASC ~~classified~~815, asDerivatives ~~a liability instrument~~ and ~~are~~Hedging ~~measured~~(“ASC ~~at fair value~~815”). ~~Conditionally~~The ~~redeemable~~assessment ~~ordinary~~considers ~~shares~~whether ~~(including~~the ~~ordinary~~warrants ~~shares~~are ~~that~~freestanding ~~feature~~financial ~~redemption~~instruments ~~rights~~pursuant ~~that~~to ~~are~~ASC ~~either~~480, ~~within~~meet the ~~control~~definition of ~~the~~a ~~holder~~liability orpursuant ~~subject~~ to ~~redemption~~ASC ~~upon~~480, ~~the~~and ~~occurrence~~whether ofthe ~~uncertain~~warrants ~~events~~meet ~~not~~all ~~solely~~of ~~within~~ the ~~Company’s~~requirements ~~control)~~for ~~are classified as temporary~~ equity. Atclassification ~~all~~under ~~other~~ASC ~~times~~815, ~~ordinary~~including ~~shares~~whether ~~are~~the ~~classified~~warrants asare ~~shareholders’~~indexed ~~equity.~~to ~~The~~the Company’s ~~Class~~own A ordinary shares ~~feature~~and ~~certain~~whether ~~redemption~~the ~~rights~~warrant ~~that~~holders ~~are~~could ~~considered~~potentially torequire be“net cash settlement” in a circumstance outside of the Company’s control, ~~and~~among ~~subject~~other toconditions ~~occurrence~~for ofequity ~~uncertain future events~~classification. ~~Accordingly~~This assessment, ~~Class~~which Arequires ~~ordinary~~the ~~shares~~use ~~subject~~of toprofessional ~~possible~~judgment, ~~redemption~~is ~~are~~conducted ~~presented~~ at ~~redemption~~the ~~value~~time asof ~~temporary~~warrant ~~equity,~~issuance ~~outside~~and as of ~~the~~each ~~shareholders’~~subsequent ~~equity~~quarterly ~~section~~period ofend date while the ~~Company’s~~warrants ~~balance~~are ~~sheet~~outstanding.

~~Immediately~~12 ~~upon~~Table ~~the closing~~ of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.Contents

AtFor ~~December~~issued ~~31,~~or ~~2023~~modified ~~and~~warrants ~~September~~that ~~30,~~meet ~~2024,~~all of the ~~Class~~criteria Afor ~~ordinary~~equity ~~shares~~classification, ~~subject~~the warrants are required to ~~possible~~be ~~redemption~~recorded ~~reflected~~as a component of additional paid- in capital at the ~~condensed~~time ~~balance~~of ~~sheets~~issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are ~~reconciled~~required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the ~~following~~estimated ~~tables~~fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. There were no changes to the classification during the three months ended March 31, ~~respectively:~~2025.

	Shares			Amounts
Class A ordinary shares subject to possible redemption – December 31, 2023		1,860,214		$	21,200,364
Less:
Redemption of Class A Ordinary shares		(1,407,653	)		(16,309,778	)
Plus:
Remeasurement of Class A ordinary shares subject to redemption		—			352,826
Sponsor contribution		—			130,000
Class A ordinary shares subject to possible redemption – September 30, 2024		452,561		$	5,373,412

Class A Ordinary Shares Subject to Possible Redemption

AsThe ~~part~~Company ofaccounts ~~the~~for ~~March~~its ~~2024~~Class ~~Extraordinary~~A ~~General~~ordinary ~~Meeting,~~shares ~~shareholders~~subject ~~elected~~ to ~~redeem~~possible ~~1,407,653~~redemption in accordance with the guidance in ASC 480. Class A ordinary shares, ~~resulting~~subject into mandatory redemption ~~payments~~are ~~out~~classified ofas a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the ~~trust~~control ~~account~~of ~~totaling~~the ~~$16,309,778,~~holder or ~~approximately~~subject ~~$11.59~~to ~~per~~redemption ~~share.~~upon ~~During~~the occurrence of uncertain events not solely within the ~~nine~~Company’s ~~months~~control) ~~ended~~are ~~September~~classified ~~30,~~as ~~2024~~temporary equity. At all other times, ~~the~~ordinary shares are classified as shareholders’ equity. The Company’s ~~remeasured~~Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption toare ~~increase~~presented ~~the~~at ~~carrying~~redemption ~~amount~~value byas ~~$352~~temporary equity,~~826~~ tooutside ~~reflect~~of ~~current~~the ~~earnings~~shareholders’ equity section of the ~~Trust~~Company’s ~~Account~~balance sheet.

AsImmediately ~~discussed~~upon ~~further~~the inclosing ~~Note~~of 1the Initial Public Offering, the ~~Sponsor~~Company ~~has~~recognized ~~made~~the ~~contributions~~remeasurement tofrom ~~the~~initial ~~Trust~~book ~~Account~~value into ~~connection~~redemption ~~with~~amount. ~~previous~~The ~~amendments~~change toin the ~~Company’s~~carrying ~~Amended~~value ~~and~~of ~~Restated~~Class ~~Articles~~A ofordinary ~~Association~~shares subject to ~~extend~~possible ~~the~~redemption ~~date~~resulted byin ~~which~~charges ~~the~~against ~~Company~~additional ~~must~~paid-in ~~consummate~~capital ~~its~~and ~~initial~~accumulated ~~business combination~~deficit.

~~Concentration~~At ofMarch ~~Credit~~31, ~~Risk~~2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

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 Deposit Insurance Corporation coverage of $250,000. As of September 30, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks.

	Shares		Amounts
Class A ordinary shares subject to possible redemption - December 31, 2024		15,048	$	182,240
Less:
Payments to Class A ordinary shareholders for redemption of shares		-		-
Plus:
Remeasurement of carrying value to redemption value		-		1,509
Class A ordinary shares subject to possible redemption - March 31, 2025		15,048	$	183,749

11As ~~Table~~part of ~~Contents~~the March 2024 Extraordinary General Meeting, shareholders elected to redeem 1,407,653 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $16,309,778, or approximately $11.59 per share.

~~Emerging~~As ~~Growth~~part ~~Company~~of the December 2024 Extraordinary General Meeting, shareholders elected to redeem 437,513 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $5,238,525, or approximately $11.97 per share.

~~The~~During ~~Company~~the isyear anended ~~“emerging~~December ~~growth company~~31,” ~~as defined in Section 2(a) of the Securities Act~~2024, ~~as modified by~~ the ~~Jumpstart~~Company ~~Our~~remeasured ~~Business Startups Act of 2012 (~~the ~~“JOBS~~Class ~~Act”),~~A ~~and~~ordinary itshares ~~may~~subject ~~take advantage of certain exemptions from various reporting requirements that are applicable~~ to ~~other~~possible ~~public~~redemption, ~~companies~~increasing ~~that~~the ~~are~~carrying ~~not~~amount ~~emerging~~by ~~growth companies including~~$400,179 ~~but not limited~~ to, ~~not~~reflect ~~being~~current ~~required~~earnings ~~to comply with the auditor attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~Trust Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedAccount.

~~Further,~~As ~~Section~~discussed ~~102(b)(1)~~further ofin ~~the~~Note ~~JOBS~~1, ~~Act~~the ~~exempts~~Original ~~emerging~~Sponsor ~~growth~~has ~~companies~~made ~~from~~contributions ~~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~~Trust ~~Act)~~Account ~~are~~in ~~required~~connection ~~to comply~~ with ~~the~~previous ~~new~~amendments ~~or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect~~ to ~~opt out of~~ the ~~extended~~Company’s ~~transition~~Amended ~~period~~ and ~~comply~~Restated ~~with~~Articles ~~the~~of ~~requirements~~Association ~~that apply~~ to ~~non-emerging~~extend ~~growth~~the ~~companies~~date ~~but~~by ~~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, asmust anconsummate ~~emerging~~its ~~growth~~initial ~~company,~~business ~~can adopt the new or revised standard at the time private companies adopt the new or revised standard~~combination.

~~This~~Concentration ~~may make comparison~~ of ~~the~~Credit Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Risk

~~Fair~~Financial ~~value~~instruments that potentially subject the Company to concentrations of ~~Financial~~credit ~~Instruments~~risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of March 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks.

~~The~~13 ~~fair~~Table ~~value~~ of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.Contents

~~Income~~Emerging ~~Taxes~~Growth Company

The Company ~~follows~~is ~~the~~an ~~asset~~“emerging ~~and~~growth ~~liability~~company,” ~~method~~as ofdefined ~~accounting~~in ~~for~~Section ~~income~~2(a) ~~taxes~~of ~~under~~the ~~FASB~~Securities ~~ASC 740~~Act, ~~“Income~~as ~~Taxes”~~modified ~~(“ASC~~by ~~740”).~~the ~~Deferred~~Jumpstart ~~tax~~Our ~~assets~~Business ~~and~~Startups ~~liabilities~~Act ~~are~~of ~~recognized~~2012 ~~for~~ (the ~~estimated~~“JOBS ~~future~~Act”), ~~tax~~and ~~consequences~~it ~~attributable~~may totake ~~differences~~advantage ~~between the financial statements carrying amounts~~ of ~~existing~~certain ~~assets~~exemptions ~~and~~from ~~liabilities~~various ~~and~~reporting ~~their~~requirements ~~respective~~that ~~tax~~are ~~bases.~~applicable ~~Deferred~~to ~~tax~~other ~~assets~~public ~~and~~companies ~~liabilities~~that are ~~measured~~not ~~using~~emerging ~~enacted~~growth ~~tax~~companies ~~rates~~including, ~~expected~~but tonot ~~apply~~limited to, ~~taxable~~not ~~income~~being inrequired ~~the~~to ~~years~~comply inwith ~~which~~the ~~those~~auditor ~~temporary~~attestation ~~differences~~requirements ~~are~~of ~~expected~~Section to404 beof ~~recovered~~the orSarbanes-Oxley ~~settled.~~Act, ~~The~~reduced ~~effect~~disclosure onobligations ~~deferred~~regarding ~~tax~~executive ~~assets~~compensation ~~and liabilities of a change~~ in ~~tax~~its ~~rates~~periodic isreports ~~recognized~~and inproxy ~~income~~statements, inand ~~the~~exemptions ~~period~~from ~~that included~~ the ~~enactment~~requirements ~~date.~~of ~~Valuation~~holding ~~allowances~~a ~~are~~nonbinding ~~established,~~advisory ~~when~~vote ~~necessary,~~on toexecutive ~~reduce~~compensation ~~deferred~~and ~~tax~~shareholder ~~assets~~approval toof ~~the~~any ~~amount~~golden ~~expected~~parachute topayments benot ~~realized~~previously approved.

~~ASC~~Further, ~~740~~Section ~~prescribes~~102(b)(1) aof ~~recognition~~the ~~threshold~~JOBS ~~and~~Act aexempts ~~measurement~~emerging ~~attribute~~growth ~~for~~companies ~~the~~from ~~financial~~being ~~statement~~required ~~recognition~~to ~~and~~comply ~~measurement~~with ofnew ~~tax positions taken~~ or ~~expected~~revised tofinancial beaccounting ~~taken~~standards inuntil aprivate ~~tax~~companies ~~return.~~(that ~~For~~is, those ~~benefits~~that tohave benot ~~recognized,~~had a ~~tax~~Securities ~~position~~Act ~~must~~registration bestatement ~~more~~declared ~~likely~~effective ~~than~~or do not tohave bea ~~sustained~~class ~~upon~~of ~~examination~~securities byregistered ~~taxing~~under ~~authorities.~~the ~~There~~Exchange ~~were~~Act) noare ~~unrecognized~~required ~~tax~~to ~~benefits~~comply aswith ofthe ~~September~~new ~~30,~~or ~~2024~~revised ~~and~~financial ~~December~~accounting ~~31, 2023~~standards. The ~~Company’s~~JOBS ~~management~~Act ~~determined~~provides that ~~the~~an ~~Cayman~~emerging ~~Islands~~growth iscompany ~~the~~can ~~Company’s~~elect ~~only~~to ~~major~~opt ~~tax~~out ~~jurisdiction.~~of ~~The~~the ~~Company~~extended ~~recognizes~~transition ~~accrued~~period ~~interest~~ and ~~penalties~~comply ~~related~~with the requirements that apply to ~~unrecognized~~non-emerging ~~tax~~growth ~~benefits~~companies asbut ~~income~~any ~~tax~~such ~~expense.~~election Noto ~~amounts~~opt ~~were~~out ~~accrued~~is ~~for~~irrevocable. ~~the~~The ~~payment~~Company ofhas ~~interest~~elected ~~and~~not ~~penalties~~to asopt out of ~~September~~such ~~30,~~extended ~~2024~~transition ~~and~~period, ~~December~~which ~~31,~~means ~~2023.~~that ~~The~~when ~~Company~~a standard is ~~currently~~issued ~~not~~or ~~aware~~revised ofand ~~any~~it ~~issues~~has ~~under~~different ~~review~~application ~~that~~dates ~~could~~for ~~result~~public inor ~~significant~~private ~~payments~~companies, ~~accruals~~the orCompany, ~~material~~as ~~deviation~~an ~~from~~emerging ~~its~~growth ~~position.~~company, ~~The~~can ~~Company~~adopt isthe ~~subject~~new toor ~~income~~revised ~~tax~~standard ~~examinations~~at bythe ~~major~~time ~~taxing~~private ~~authorities~~companies ~~since~~adopt ~~inception~~the new or revised standard.

~~There~~This ismay ~~currently~~make nocomparison ~~taxation imposed on income by the Government~~ of the ~~Cayman~~Company’s ~~Islands.~~unaudited Incondensed ~~accordance~~financial statements with ~~Cayman~~another ~~Islands~~public ~~income~~company ~~tax~~which ~~regulations,~~is ~~income~~neither ~~taxes~~an ~~are~~emerging ~~not~~growth ~~levied~~company onnor ~~the~~an ~~Company.~~emerging ~~Consequently,~~growth ~~income~~company ~~taxes~~which ~~are~~has ~~not~~opted ~~reflected~~out inof using the ~~Company’s~~extended ~~financial~~transition ~~statements.~~period ~~The~~difficult ~~Company’s~~or ~~management~~impossible ~~does~~because ~~not~~of ~~expect that~~ the ~~total~~potential ~~amount~~differences ofin ~~unrecognized~~accounting ~~tax~~standards ~~benefits will materially change over the next twelve months~~used.

~~Net~~Fair ~~Income~~value ~~(Loss)~~of ~~Per~~Financial ~~Ordinary Share~~Instruments

The ~~Company~~fair ~~has~~value ~~two classes~~ of ~~shares: Class A ordinary shares (some of which are subject to possible redemption) and Class B ordinary shares. Income and losses are shared pro rata between~~ the ~~two classes. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The~~ Company’s ~~has~~assets ~~not~~and ~~considered~~liabilities, ~~the~~which ~~effect~~qualify ofas ~~the~~financial ~~warrants~~instruments ~~sold~~under inASC ~~the~~Topic ~~Initial~~820, ~~Public~~“Fair ~~Offering~~Value ~~to purchase an aggregate of 6~~Measurement,~~166,050~~” ofapproximates the ~~Company’s~~carrying ~~Class~~amounts Arepresented ~~ordinary shares~~ in the ~~calculation~~accompanying ofbalance ~~diluted income (loss) per share~~sheets, ~~since~~primarily ~~the~~due ~~exercise~~to oftheir ~~the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti~~short-~~dilutive~~term ~~for all periods presented~~nature.

~~The~~Income Company’s condensed statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for stock subject to possible redemption is calculated by dividing the proportionate share of income (loss) by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented. Remeasurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings or loss per share as the redemption value approximates fair value. For basic earnings or loss per share, shares subject to forfeiture are not included in the weighted average shares outstanding until the restriction lapses.Taxes

12The ~~Table~~Company follows the asset and liability method of ~~Contents~~accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~The~~ASC ~~following~~740 ~~table~~prescribes ~~reflects~~a recognition threshold and a measurement attribute for the ~~calculation~~financial statement recognition and measurement of ~~basic~~tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2025 and ~~diluted~~December ~~net~~31, 2024. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income ~~(loss)~~tax ~~per~~expense. ~~share~~No (amounts were accrued for the payment of interest and penalties as of March 31, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in ~~dollars~~significant payments, ~~except~~accruals ~~per~~or ~~share~~material ~~amounts):~~deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

	For the three months endedSeptember 30, 2024				For the nine months endedSeptember 30, 2024				For the three months endedSeptember 30, 2023				For the nine months endedSeptember 30, 2023
	Class ARedeemable		Class ANonredeemableand Class B		Class ARedeemable		Class A Nonredeemableand Class B		Class A Redeemable		Class ANonredeemableand Class B		Class ARedeemable			Class ANonredeemableand Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	165,738	$	1,693,782	$	242,519	$	1,338,699	$	25,530	$	63,476	$	(633,568	)	$	(1,042,997	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		452,561		4,625,000		837,867		4,625,000		1,860,214		4,625,000		2,341,838			4,625,000
Basic and diluted net income (loss) per ordinary share	$	0.37	$	0.37	$	0.29	$	0.29	$	0.01	$	0.01	$	(0.27	)	$	(0.23	)

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~Recent~~14 ~~Accounting~~Table ~~Pronouncements~~of Contents

InNet ~~June~~Income ~~2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments~~ (~~“ASU 2016-13”~~Loss). ~~ASU~~Per ~~2016-13~~Ordinary changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no material impact to its condensed financial statements.Share

The Company’s ~~management~~has ~~does~~two ~~not~~classes ~~believe~~of ~~that~~shares: ~~any~~Class ~~recently~~A ~~issued,~~ordinary ~~but~~shares ~~not~~(some ~~yet~~of ~~effective,~~which ~~accounting~~are ~~pronouncements,~~subject ifto ~~currently~~possible ~~adopted,~~redemption) ~~would~~and ~~have~~Class aB ~~material~~ordinary shares. Income and losses are shared pro rata between the two classes. Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect onof the warrants sold in the Initial Public Offering to purchase an aggregate of 6,166,050 of the Company’s ~~financial~~Class ~~statements~~A ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive for all periods presented.

~~Risks~~The Company’s statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and ~~Uncertainties~~diluted, for stock subject to possible redemption is calculated by dividing the proportionate share of income (loss) by the weighted average number of ordinary shares subject to possible redemption outstanding since original issuance. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented. Remeasurement associated with the Class A ordinary shares subject to possible redemption is excluded from earnings or loss per share as the redemption value approximates fair value. For basic earnings or loss per share, shares subject to forfeiture are not included in the weighted average shares outstanding until the restriction lapses.

The ~~current~~following ~~conflicts~~table inreflects ~~Russia~~the ~~and~~calculation ~~Ukraine,~~of asbasic ~~well as Israel~~ and ~~Gaza,~~diluted ~~resulting~~net ~~sanctions~~income ~~and~~(loss) ~~related~~per ~~countermeasures~~share ~~by the United States and other countries could to lead to market disruptions, including significant volatility~~ (in ~~the credit and capital markets and the economy in general~~dollars, ~~which~~except ~~could~~per ~~have~~share ~~an adverse impact on the operations and financial performance of our potential Business Combination targets and our Company.~~amounts):

Note 3 — Initial Public Offering

	For the three months ended				For the three months ended
	March 31, 2025				March 31, 2024
	Class A Redeemable		Class A Nonredeemable and Class B		Class A Redeemable			Class A Nonredeemable and Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	382	$	117,283	$	(89,908	)	$	(257,842	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		15,048		4,625,000		1,612,715			4,625,000

Basic and diluted net income (loss) per ordinary share	$	0.03	$	0.03	$	(0.06	)	$	(0.06	)

~~Pursuant~~Recent toAccounting the Initial Public Offering, the Company sold 18,500,000 Units at a price of $10.00 per Unit which includes the partial exercise by the underwriter of the over-allotment option to purchase an additional 1,000,000 Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).Pronouncements

~~Note~~In 4November —2023, ~~Related~~the ~~Party~~FASB ~~Transactions~~issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

~~Founder~~The ~~Shares~~adoption of this ASU required the Company to provide additional disclosure, but otherwise it does not materially impact the accompanying unaudited condensed financial statements.

OnIn ~~February~~December 182023, ~~2021,~~ the ~~Sponsor~~FASB ~~paid~~issued ~~$25,000,~~ASU ~~or approximately $0.005 per share~~2023-09, to“Income ~~cover~~Taxes ~~certain offering costs in consideration for 5,031,250 Class B ordinary shares, par value $0.0001 per share~~ (~~the~~Topic ~~“Founder Shares”~~740).: InImprovements ~~March~~to ~~2021,~~Income ~~the~~Tax ~~Sponsor transferred 50~~Disclosures,~~000~~” ~~Class~~which Brequires ~~ordinary~~disaggregated ~~shares~~information toabout ~~each~~a ofreporting ~~the Company~~entity’s ~~three~~effective ~~independent~~tax ~~directors.~~rate ~~The~~reconciliation ~~Founder~~as ~~Shares~~well ~~will~~as ~~automatically~~information ~~convert into Class A ordinary shares~~ on ~~the~~income ~~first~~taxes ~~business~~paid. ~~day~~This ~~following~~standard ~~the~~is ~~completion~~intended ofto abenefit ~~Business~~investors ~~Combination,~~by orproviding ~~earlier~~more atdetailed ~~the~~income ~~option~~tax ofdisclosures ~~the~~that ~~holder,~~would onbe auseful ~~one-for-one basis, subject to certain adjustments, as described~~ in ~~Note~~making 7.capital Asallocation adecisions ~~result~~and ofwill ~~the~~be ~~underwriters’~~effective ~~election~~for topublic ~~partially~~companies ~~exercise their over-allotment option, 406,250 Founder Shares were forfeited~~ for nofiscal ~~consideration~~years onbeginning ~~June~~after ~~24,~~December ~~2021~~15, ~~resulting~~2024. inEarly ~~4,625,000~~adoption ~~Class~~is ~~B ordinary shares outstanding~~permitted. The ~~per~~Company ~~share~~is ~~price~~currently ofevaluating the ~~Founder~~impact ~~Shares was determined by dividing the amount contributed to the company by the number~~ of ~~Founder~~this ~~Shares~~ASU ~~issued.~~on ~~The~~its ~~Founder~~unaudited ~~Shares~~condensed ~~will~~financial ~~be worthless if we do not complete an initial business combination~~statements.

OnManagement ~~March~~does ~~10,~~not ~~2023,~~believe ~~pursuant~~that toany ~~the~~recently ~~terms of the amended and restated memorandum and articles of association of the Company~~issued, ~~the~~but ~~Sponsor,~~not ~~the holder of an aggregate of 4~~effective,~~475,000~~ ~~shares~~accounting ~~of the Company’s Class B Ordinary Shares~~pronouncements, ~~par~~if ~~value~~currently ~~$0.0001 per share~~adopted, ~~elected~~would tohave ~~convert~~a ~~4,475,000~~material ~~shares~~effect ~~of the Class B Ordinary Shares held by it~~ on ~~a one-for-one basis into Class A Ordinary Shares of~~ the Company,’s ~~with~~unaudited ~~immediate~~condensed ~~effect.~~financial In connection with the conversion, the Sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the Trust Account and the obligation to vote in favor of an initial business combinationstatements. ~~Class B shares shall automatically convert into Class A shares at any time and from time to time at the option of the holder thereof.~~

~~The~~15 ~~Sponsor~~Table ~~has agreed, subject to limited exceptions, not to transfer, assign or sell any~~ of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.Contents

13Note ~~Table~~3 of— ~~Contents~~Initial Public Offering

~~The~~Pursuant ~~Company’s Founder Shares are subject~~ to ~~transfer restrictions pursuant to lock-up provisions in a letter agreement with~~ the ~~Company~~Initial ~~entered~~Public ~~into by the initial stockholders~~Offering, ~~and officers and directors. The Sponsor has~~ the ~~right~~Company tosold ~~transfer its ownership in the Founder Shares at any time~~18, ~~and to any transferee~~500,000 toUnits ~~the~~at ~~extent~~a ~~that~~price ~~the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any~~ of ~~its~~$10.00 ~~parents,~~per ~~subsidiaries~~Unit orwhich ~~affiliates~~includes ~~are in compliance with~~ the ~~Investment~~partial ~~Company~~exercise ~~Act~~by ~~of 1940. Any permitted transferees will be subject to~~ the ~~same~~underwriter ~~restrictions and other agreements~~ of the ~~initial~~over-allotment ~~stockholders~~option ~~with respect~~ to ~~any~~purchase ~~Founder~~an ~~Shares.~~additional ~~Prior to the closing of the Initial Public Offering~~1, ~~our Sponsor transferred 150~~000,000 ~~Founder~~Units. ~~Shares~~Each toUnit ~~our~~consists ~~three independent directors in recognition~~ of ~~and~~one asClass ~~compensation~~A ~~for~~ordinary ~~their~~share, ~~future~~par ~~services~~value ~~to the Company~~$0.0001 ~~The~~per ~~transfer~~share, ofand ~~Founder~~one-third ~~Shares to these directors is within the scope~~ of ~~FASB~~one ~~ASC~~redeemable ~~Topic~~warrant ~~718~~(each, ~~“Compensation-Stock~~a ~~Compensation” (~~“~~ASC~~Public ~~718~~Warrant”). ~~Under~~Each ~~ASC~~whole ~~718,~~Public ~~stock-based~~Warrant ~~compensation~~entitles ~~associated with equity-classified awards is measured at fair value upon~~ the ~~grant~~holder ~~date. Compensation expense related~~ to ~~the~~purchase ~~Founder~~one ~~Shares~~Class isA ~~recognized~~ordinary ~~only~~share ~~when~~at ~~the~~a ~~performance~~price ~~condition (i.e. the remediation~~ of ~~the lock-up provision) is probable of achievement under the applicable accounting literature~~$11.50 Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of Founder Shares times the grant date fair value per share ~~(unless subsequently modified) less the amount initially received for the transfer of the Founder Shares. As of September 30~~, 2024, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to ~~certain~~adjustment ~~conditions~~(see toNote ~~closing, such as, for example, approval by the Company’s shareholders~~6). As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized through September 30, 2024.

OnNote ~~August~~4 ~~15,~~— ~~2024,~~Related ~~Corner~~Party Growth Acquisition Corp. 2 (the “Company”), CGA Sponsor 2, LLC (the “Original Sponsor”), and Connor Square, LLC (the “New Sponsor”) entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred an aggregate of 2,685,000 Class A Ordinary Shares of the Company to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 (“Letter Agreement”), and that certain Registration Rights Agreement, dated June 16, 2021 (“Registration Rights Agreement”), both originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor, and certain equity holders of the Company; and (c) the Original Sponsor and holders of Class B Founder Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf.Transactions

~~Promissory~~Founder ~~Note – Related Party~~Shares

On February 2218, 2021, the ~~Original~~ Sponsor ~~agreed~~paid to$25,000, ~~loan~~or ~~the~~approximately ~~Company~~$0.005 upper ~~to $300~~share,~~000~~ to cover ~~expenses~~certain ~~related~~offering tocosts ~~the~~in ~~Initial~~consideration ~~Public~~for ~~Offering~~5,031,250 ~~pursuant~~Class toB aordinary ~~promissory~~shares, ~~note~~par value $0.0001 per share (the “~~Note~~Founder Shares”). ~~This~~In ~~loan~~March ~~was~~2021, ~~non-interest~~the ~~bearing~~Sponsor ~~and~~transferred ~~payable~~50,000 Class B ordinary shares to each of the Company’s three independent directors. The Founder Shares will automatically convert into Class A ordinary shares on the ~~earlier~~first business day following the completion of ~~September~~a ~~30,~~Business ~~2021~~Combination, or earlier at the ~~completion~~option of the ~~Initial~~holder, ~~Public~~on ~~Offering~~a one-for-one basis, subject to certain adjustments, as described in Note 7. As a result of ~~September~~the 30underwriters’ election to partially exercise their over-allotment option, ~~2024~~406,250 ~~and~~Founder ~~December~~Shares 31were forfeited for no consideration on June 24, ~~2023~~2021, ~~the~~resulting ~~Company~~in ~~had~~4,625,000 noClass ~~amounts~~B ordinary shares outstanding. ~~under~~The per share price of the ~~Note~~Founder Shares was determined by dividing the amount contributed to the company by the number of Founder Shares issued. The Founder Shares will be worthless if we do not complete an initial business combination.

InOn ~~connection~~March ~~with~~10, 2023, pursuant to the ~~change~~terms of the amended and restated memorandum and articles of association of the Company, the Sponsor, the holder of an aggregate of 4,475,000 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share, elected to convert 4,475,000 shares of the Class B Ordinary Shares held by it on ~~August~~a 15one-for-one basis into Class A Ordinary Shares of the Company, ~~2024~~with immediate effect. In connection with the conversion, the ~~promissory~~Sponsor ~~note~~has ~~was~~agreed ~~formally~~to ~~cancelled~~certain transfer restrictions, ~~and~~a nowaiver ~~further~~of ~~obligations~~redemption ~~exist~~rights, ~~between~~a waiver of any right to receive funds from the ~~Company~~Trust Account and the ~~Original~~obligation ~~Sponsor~~to ~~with~~vote ~~respect~~in favor of an initial business combination. Class B shares shall automatically convert into Class A shares at any time and from time to ~~this~~time ~~Note~~at the option of the holder thereof.

~~Private~~The ~~Placement~~Sponsor ~~Warrants~~has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

~~Simultaneously~~16 ~~with~~Table ~~the closing~~ of the Initial Public Offering, the Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,425,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share (see Note 6). If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. However, in connection with the transfer of the Sponsor’s stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were canceled, and as a result, no further obligations or rights exist with respect to these warrants.Contents

The ~~Sponsor~~Company’s ~~and~~Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company’s entered into by the initial stockholders, and officers and directors. ~~had~~The ~~previously~~Sponsor ~~agreed~~has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Any permitted transferees will be subject to ~~limited~~the ~~exceptions~~same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Prior to the closing of the Initial Public Offering, ~~not~~our Sponsor transferred 150,000 Founder Shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, ~~assign~~“Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to the Founder Shares is recognized only when the performance condition (i.e. the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or ~~sell~~are ~~any~~probable to be remediated, in an amount equal to the number of ~~their~~Founder ~~Private~~Shares ~~Placement~~times ~~Warrants~~the ~~until~~grant 30date ~~days~~fair ~~after~~value per share (unless subsequently modified) less the ~~completion~~amount initially received for the transfer of the ~~initial~~Founder Shares. As of March 31, 2025, the Company has not yet entered into any definitive agreements in connection with any Business Combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that a Business Combination might not happen, no stock-based compensation expense should be recognized through March 31, 2025.

~~Working~~On ~~Capital~~August ~~Loans~~15, 2024, Corner Growth Acquisition Corp. 2 (the “Company”), CGA Sponsor 2, LLC (the “Original Sponsor”), and Connor Square, LLC (the “New Sponsor”) entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred an aggregate of 2,685,000 Class A Ordinary Shares of the Company to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 (“Letter Agreement”), and that certain Registration Rights Agreement, dated June 16, 2021 (“Registration Rights Agreement”), both originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor, and certain equity holders of the Company; and (c) the Original Sponsor and holders of Class B Founder Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf.

InPromissory ~~addition,~~Note in– ~~order~~Related 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 would repay the Working Capital Loans. 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the filing date, September 30, 2024 and December 31, 2023, the Company had no borrowings under any Working Capital Loans.Party

~~Administrative~~On ~~Services~~February ~~Agreement~~22, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of September 30, 2021, or the completion of the Initial Public Offering. In connection with the change of Sponsor on August 15, 2024, the promissory note was formally cancelled, and no further obligations exist between the Company and the Original Sponsor with respect to this Note. As of March 31, 2025 and December 31, 2024, the Company had no amounts outstanding under the Note.

~~Pursuant~~Private toPlacement an administrative services agreement (the “Administrative Services Agreement”) entered into on June 16, 2021, the Company has agreed to pay the Sponsor a total of (A) $40,000 per month and continuing monthly until December 31, 2024, and (B) on December 31, 2024, an amount equal to $480,000 less any amounts previously paid by the Company for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. As of June 21, 2022, the total amount of $480,000 was incurred. There have been no expenses incurred since June 21, 2022. For the three and nine months ended September 30, 2024 and 2023, the Company incurred $0 in fees for these services, respectively, which is included in operating and formation costs on the condensed statements of operations. As of September 30, 2024 and December 31, 2023, there were no fees outstanding for these services.Warrants

14Simultaneously ~~Table~~with the closing of ~~Contents~~the Initial Public Offering, the Sponsor purchased an aggregate of 4,950,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,425,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share (see Note 6). If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. However, in connection with the transfer of the Sponsor’s stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were canceled, and as a result, no further obligations or rights exist with respect to these warrants.

~~Operating~~The Sponsor and ~~Formation~~the ~~Costs~~Company’s officers and directors had previously agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

~~Through~~Working ~~September~~Capital 30, 2024, the Sponsor and affiliates of the Sponsor paid operating and formation costs totaling $1,693,799 on behalf of the Company, of which $1,065,496 was paid as of December 31, 2023, and an additional $628,303 was paid during the nine months ended September 30, 2024. These amounts were included in “Due to Related Party” on the condensed balance sheets as of December 31, 2023, and September 30, 2024.Loans

~~However~~In addition, in order to finance transaction costs in connection with a Business Combination, the ~~change~~Sponsor or an affiliate of the Sponsor, ~~pursuant~~or certain of the Company’s officers and directors, may, but are not obligated to, loan the ~~Purchase~~Company ~~Agreement~~funds ~~dated~~as ~~August~~may 15be required (“Working Capital Loans”). If the Company completes a Business Combination, ~~2024~~the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, ~~all~~the ~~outstanding~~Company ~~liabilities~~may ~~due~~use a portion of proceeds held outside the Trust Account to repay the ~~Original~~Working ~~Sponsor~~Capital ~~were~~Loans ~~written~~but ~~down~~no proceeds held in the Trust Account would be used to repay the Working Capital Loans. AsExcept afor ~~result~~the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no ~~amounts~~written ~~remain~~agreements ~~payable~~exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the ~~Original~~lender’s ~~Sponsor~~discretion, asup to $1.5 million of ~~September~~such 30Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the filing date, March 31, 2025 and December 31, 2024, the Company had no borrowings under any Working Capital Loans.

~~Note~~17 5Table —of ~~Commitments~~Contents

~~Registration~~Administrative ~~Rights~~Services Agreement

~~The~~Pursuant ~~holders~~to ofan ~~Founder~~administrative ~~Shares,~~services ~~Private~~agreement ~~Placement~~(the ~~Warrants,~~“Administrative ~~Class~~Services AAgreement”) ~~ordinary~~entered ~~shares~~into ~~held~~on byJune ~~the~~16, ~~initial~~2021, ~~shareholders~~the asCompany ahas ~~result~~agreed ofto pay the ~~conversion~~Sponsor ofa ~~their~~total ~~Class~~of B(A) ~~ordinary~~$40,000 ~~shares~~per month and ~~securities~~continuing ~~that~~monthly ~~may~~until beDecember ~~issued~~31, ~~upon~~2024, ~~conversion~~and of(B) ~~Working~~on ~~Capital~~December ~~Loans~~31, ~~if any~~2024, ~~are~~an ~~entitled~~amount equal to ~~registration~~$480,000 ~~rights~~less ~~pursuant~~any toamounts apreviously ~~registration~~paid ~~rights~~by ~~agreement~~the ~~entered~~Company infor ~~connection~~office ~~with~~space, ~~the~~utilities, ~~Initial~~secretarial ~~Public~~and ~~Offering.~~administrative ~~These~~support ~~holders~~services ~~are~~provided ~~entitled~~ to ~~make~~members upof tothe ~~three~~Company’s ~~demands,~~management ~~excluding~~team. ~~short~~As ~~form~~of ~~demands~~June 21, ~~that~~2022, the ~~Company~~total ~~register~~amount ~~such~~of ~~securities~~$480,000 was incurred. InThere ~~addition,~~have ~~these~~been ~~holders~~no ~~have~~expenses ~~certain~~incurred ~~“piggy-back”~~since ~~registration~~June ~~rights~~21, ~~with~~2022. ~~respect~~For tothe ~~registration~~three ~~statements~~months ~~filed~~ended ~~subsequent~~March to31, ~~the~~2025 ~~completion~~and of2024, the ~~initial~~Company ~~Business~~incurred ~~Combination~~$0 in fees for these services, respectively. ~~The~~As ~~Company~~of ~~will~~March ~~bear~~31, ~~the~~2025 ~~expenses~~and ~~incurred~~December in31, ~~connection~~2024, ~~with~~there ~~the~~were ~~filing~~no offees ~~any~~outstanding ~~such~~for ~~registration~~these ~~statements~~services included in the balance sheet.

~~Underwriting~~Operating ~~Agreement~~and Formation Costs

~~The~~As ~~underwriters~~of ~~were~~March ~~originally~~31, ~~entitled~~2025 toand aDecember ~~deferred~~31, ~~fee~~2024, the Sponsor and affiliates of ~~$0.35~~the ~~per~~Sponsor ~~Unit~~also ~~sold~~paid inoperating ~~the~~and ~~Initial~~formation ~~Public~~costs ~~Offering~~of $30,219 orand $625,~~475~~813,~~000~~ inrespectively, on behalf of the ~~aggregate.~~Company ~~This~~which ~~deferred~~are ~~fee~~due ~~was~~on todemand. ~~become~~These ~~payable~~amounts are included in due to ~~the~~related ~~underwriters~~party ~~from~~on the ~~amounts~~condensed ~~held~~balance insheets ~~the~~as ~~Trust~~of ~~Account~~March ~~solely~~31,2025 inand ~~the~~December ~~event~~31, ~~that~~2024. ~~the~~The ~~Company~~Sponsor ~~completed~~is anot ~~Business~~under ~~Combination,~~any asobligation ~~per~~to ~~the~~make ~~terms~~additional ofexpenditures on the ~~underwriting~~Company’s ~~agreement~~behalf.

~~However,~~Note ~~pursuant~~5 to— the Purchase Agreement dated August 15, 2024, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company in lieu of the cash deferred commissions owed. As a result, the previously accrued deferred fee liability has been removed, and the corresponding balance was written off to retained earnings as of September 30, 2024.Commitments

~~Note~~Registration ~~6 — Warrant Liabilities~~Rights

The ~~Company~~holders ~~has~~of ~~accounted~~Founder ~~for~~Shares, ~~the~~Private 11Placement Warrants,~~116,666.67~~ ~~warrants~~Class ~~issued~~A inordinary ~~connection~~shares ~~with~~held by the ~~Initial~~initial ~~Public~~shareholders ~~Offering~~as ~~(comprised~~a result of ~~6,166,666.67~~the ~~Public~~conversion ~~Warrants~~of ~~and~~their ~~4,950,000~~Class ~~Private~~B ~~Placement~~ordinary ~~Warrants)~~shares inand ~~accordance~~securities ~~with~~that ~~the~~may ~~guidance~~be ~~contained~~issued inupon ~~ASC~~conversion ~~815.~~of ~~Such~~Working ~~guidance~~Capital ~~provides~~Loans, ~~that~~if ~~because~~any, ~~the~~are ~~warrants~~entitled doto ~~not~~registration ~~meet~~rights ~~the~~pursuant ~~criteria~~to ~~for~~a ~~equity~~registration ~~treatment~~rights ~~thereunder,~~agreement ~~each~~entered ~~warrant~~in ~~must~~connection bewith ~~recorded~~the asInitial aPublic ~~liability~~Offering. ~~Accordingly,~~These ~~the~~holders ~~Company~~are ~~has~~entitled ~~classified~~to ~~each~~make ~~warrant~~up asto athree ~~liability~~demands, atexcluding ~~its~~short ~~fair~~form ~~value~~demands, that the Company register such securities. ~~This~~In ~~liability~~addition, isthese ~~subject~~holders tohave recertain “piggy-~~measurement~~back” atregistration ~~each~~rights ~~balance~~with ~~sheet~~respect ~~date.~~to ~~With~~registration ~~each~~statements ~~such~~filed ~~re-measurement,~~subsequent to the ~~warrant~~completion ~~liabilities~~of ~~will~~the beinitial ~~adjusted~~Business toCombination. ~~fair~~The ~~value,~~Company ~~with~~will bear the ~~change~~expenses incurred in ~~fair~~connection ~~value~~with ~~recognized~~the infiling ~~the~~of ~~Company’s~~any ~~statement~~such ofregistration ~~operations~~statements.

~~The~~Underwriting Public Warrants will become exercisable at $11.50 per share 30 days after the completion of a Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if theAgreement

~~Class~~The Aunderwriters ~~ordinary~~were ~~shares~~originally ~~are~~entitled atto ~~the time of any exercise of~~ a ~~warrant~~deferred ~~not~~fee ~~listed on a national securities exchange such that they satisfy the definition~~ of a$0.35 ~~“covered~~per ~~security”~~Unit ~~under~~sold ~~Section~~in ~~18(b)(1) of~~ the ~~Securities~~Initial ~~Act,~~Public ~~the Company may~~Offering, ator ~~its option~~$6,475,000 ~~require~~in ~~holders~~the ofaggregate. ~~Public~~This ~~Warrants~~deferred ~~who~~fee ~~exercise~~was ~~their warrants~~ to dobecome sopayable onto athe ~~“cashless~~underwriters ~~basis”~~from ~~in accordance with Section 3(a)(9) of~~ the ~~Securities~~amounts ~~Act~~held ~~and,~~ in the ~~event~~Trust ~~the~~Account ~~Company~~solely ~~so elects, it will not be required to file or maintain~~ in ~~effect a registration statement, and in~~ the event that the Company ~~does~~completed ~~not~~a soBusiness ~~elect~~Combination, itas ~~will~~per ~~use commercially reasonable efforts to register or qualify~~ the ~~shares~~terms ~~under~~of ~~applicable blue sky laws to~~ the ~~extent~~underwriting ~~an exemption is not available~~agreement.

~~The~~However, ~~warrants~~pursuant ~~will~~to ~~expire~~the ~~five~~Purchase ~~years~~Agreement ~~after~~dated August 15, 2024, the ~~completion~~Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company in lieu of the cash deferred commissions owed. As a ~~Business~~result, ~~Combination~~the orpreviously ~~earlier~~accrued ~~upon~~deferred ~~redemption~~fee orliability ~~liquidation~~has been removed, and the corresponding balance was written off to retained earnings as of December 31, 2024.

15Note ~~Table~~6 of— ~~Contents~~Warrant Liabilities

The ~~exercise~~Company ~~price~~has ~~and~~accounted ~~number~~for ~~of shares issuable upon exercise of~~ the ~~warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization~~11, ~~reorganization~~116, ~~merger or consolidation~~666.67 Inwarrants ~~addition,~~issued ~~if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes~~ in connection with the ~~closing~~Initial ofPublic ~~the~~Offering ~~initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share~~ (~~with~~comprised ~~such issue price or effective issue price to be determined in good faith by the board~~ of ~~directors and~~6, ~~in the case of any such issuance to the initial shareholders or their affiliates~~166,666.67 ~~without~~Public ~~taking~~Warrants ~~into~~and ~~account any Founder Shares held by the initial shareholders or such affiliates~~4, ~~as applicable~~950,000 ~~prior~~Private toPlacement ~~such issuance~~Warrants) ~~(the~~in ~~“Newly~~accordance ~~Issued~~with ~~Price”), (y)~~ the ~~aggregate~~guidance ~~gross~~contained ~~proceeds~~in ~~from~~ASC ~~such~~815. ~~issuances~~Such ~~represent~~guidance ~~more~~provides ~~than~~that ~~60%~~because of the ~~total~~warrants ~~equity~~do ~~proceeds,~~not ~~plus~~meet ~~interest~~the ~~thereon,~~criteria ~~available~~ for ~~the~~equity ~~funding~~treatment ofthereunder, ~~the~~each ~~initial~~warrant ~~Business~~must ~~Combination~~be onrecorded ~~the~~as ~~date~~a ofliability. ~~the consummation of the initial Business Combination (net of redemptions)~~Accordingly, ~~and (z)~~ the ~~volume- weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the~~ Company ~~consummates~~has ~~the~~classified ~~initial~~each ~~Business~~warrant ~~Combination~~as ~~(such~~a ~~price,~~liability ~~the~~at ~~“Market~~its ~~Value”)~~fair ~~is below $9~~value.20 ~~per~~This ~~share,~~liability ~~then~~is ~~the~~subject ~~exercise price of the warrants will be adjusted (~~to ~~the~~re-measurement ~~nearest~~at ~~cent)~~each tobalance besheet ~~equal~~date. toWith ~~115%~~each ofsuch ~~the higher of the Market Value and the Newly Issued Price~~re-measurement, the ~~$18.00~~warrant ~~per~~liabilities ~~share redemption trigger price described below~~ will be adjusted (to ~~the~~fair ~~nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price~~value, ~~and~~with the ~~$10.00~~change ~~per~~in ~~share~~fair ~~redemption~~value ~~trigger~~recognized ~~price~~in ~~described below will be adjusted (to~~ the ~~nearest~~Company’s ~~cent)~~statement ~~to be equal to the higher~~ of ~~the Market Value and the Newly Issued Price~~operations.

~~The~~18 ~~Private~~Table Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.Contents

InThe ~~connection~~Public ~~with~~Warrants ~~the~~will become exercisable at $11.50 per share ~~purchase~~30 ~~agreement~~days ~~dated~~after ~~August~~the ~~15,~~completion ~~2024,~~of ~~between~~a Business Combination; provided in each case that the Company, has an effective registration statement under the ~~Original~~Securities ~~Sponsor,~~Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the ~~New~~Company ~~Sponsor,~~permits ~~all~~holders ~~4,950,000~~to ~~Private~~exercise ~~Placement~~their ~~Warrants~~warrants ~~were~~on ~~cancelled~~a cashless basis and such cashless exercise is exempt from registration under the Securities Act). AsThe aCompany ~~result~~has agreed that as soon as practicable, but in no ~~further~~event ~~liabilities~~later ~~related~~than to15 ~~these~~business ~~Private~~days ~~Placement~~after ~~Warrants~~the ~~exist~~closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, ~~they~~following ~~have~~the ~~been~~effective ~~removed~~date ~~from~~of the registration statement, the Company's ~~balance~~will ~~sheet~~use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of ~~August~~the 15warrants is not effective by the 60th business day after the closing of the initial Business Combination, ~~2024~~warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. ~~The~~Notwithstanding ~~cancellation~~the ~~does~~above, if the Class A ordinary shares are at the time of any exercise of a warrant not ~~affect~~listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants, ~~which~~who ~~remain~~exercise ~~outstanding~~their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, ~~exercisable~~in ~~under~~the event the ~~terms~~Company ~~set~~so ~~forth~~elects, it will not be required to file or maintain in effect a registration statement, and in the ~~original~~event ~~warrant~~the ~~agreement~~Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Once~~The ~~the~~ warrants ~~become~~will ~~exercisable,~~expire ~~the~~five ~~Company~~years ~~may~~after ~~call~~ the ~~Public~~completion ~~Warrants~~of ~~for~~a ~~redemption~~Business ~~(except~~Combination ~~with~~or ~~respect~~earlier toupon ~~the~~redemption ~~Private Placement Warrants if they are held by the Sponsor~~ or ~~its permitted transferees):~~liquidation.

·The inexercise ~~whole~~price and ~~not~~number of shares issuable upon exercise of the warrants may be adjusted in ~~part;~~certain ·circumstances atincluding in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $09.0120 per ~~warrant;~~Class ·A ~~upon~~ordinary ashare ~~minimum~~(with ofsuch 30issue ~~days’~~price ~~prior~~or ~~written~~effective ~~notice~~issue price to be determined in good faith by the board of ~~redemption;~~directors and, ·in ~~if,~~the ~~and~~case ~~only~~of ifany such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the ~~last~~initial ~~reported~~shareholders ~~sale~~or ~~price~~such affiliates, as applicable, prior to such issuance) (the “~~closing~~Newly ~~price~~Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the ~~Class~~total Aequity ~~ordinary~~proceeds, ~~shares~~plus ~~equals~~interest orthereon, ~~exceeds~~available ~~$18.00~~for ~~per~~the ~~share~~funding of the initial Business Combination on the date of the consummation of the initial Business Combination (asnet ~~adjusted~~of redemptions), ~~for~~and ~~any~~(z) 20the volume- weighted average trading ~~days~~price ~~within~~of athe 30Class A ordinary shares during the 10-trading day period ~~ending~~starting on the ~~third~~ trading day prior to the ~~date~~day on which the Company ~~sends~~consummates the ~~notice~~initial Business Combination (such price, 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the ~~warrant~~nearest ~~holders~~cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

InThe ~~addition~~Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, ~~once~~except that the ~~warrants~~Private ~~become~~Placement ~~exercisable~~Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may ~~call~~not (including the Class A ordinary shares issuable upon exercise of these warrants), ~~for~~subject ~~redemption:~~to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

·In inconnection ~~whole~~with and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the ~~redemption~~share ~~date~~purchase ~~and~~agreement ~~the~~dated ~~“fair~~August ~~market value” of the Class A ordinary shares; · if~~15, ~~and only if~~2024, ~~the~~between ~~closing price of~~ the ~~Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30- trading day period ending three trading days before the~~ Company, ~~sends~~ the ~~notice~~Original ofSponsor, ~~redemption to the warrant holders;~~ and ~~· if~~ the ~~closing~~New ~~price~~Sponsor, ofall ~~the~~4,950,000 ~~Class~~Private APlacement ~~ordinary~~Warrants ~~shares~~were ~~for~~cancelled. ~~any~~As 20a ~~trading~~result, ~~days~~no ~~within~~further aliabilities ~~30-trading~~related ~~day~~to ~~period~~these ~~ending~~Private onPlacement ~~the~~Warrants ~~third~~exist, ~~trading~~and ~~day~~they ~~prior~~have tobeen ~~the~~removed ~~date~~from ~~on which~~ the Company's ~~sends~~balance ~~the~~sheet ~~notice~~as of ~~redemption~~August to15, ~~the warrant holders is less than $18~~2024.00 ~~per~~The ~~share~~cancellation ~~(as~~does ~~adjusted),~~not affect the ~~Private~~Public ~~Placement~~ Warrants, ~~must~~which ~~also~~remain beoutstanding ~~concurrently~~and ~~called~~exercisable ~~for~~under ~~redemption on~~ the ~~same~~ terms asset ~~the~~forth ~~outstanding~~in ~~Public~~the ~~Warrants,~~original aswarrant ~~described above~~agreement.

~~The~~Once ~~“fair market value” of~~ the ~~Class~~warrants Abecome ~~ordinary~~exercisable, ~~shares for~~ the ~~above~~Company ~~purpose~~may ~~shall~~call ~~mean~~ the ~~volume-weighted~~Public ~~average~~Warrants ~~price~~for ~~of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of~~ redemption is(except ~~sent~~with respect to the ~~holders~~Private ofPlacement ~~warrants.~~Warrants Inif nothey ~~event~~ are ~~the~~held ~~warrants~~by tothe beSponsor ~~exercisable~~or inits ~~connection~~permitted ~~with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment~~transferees).:

If· ~~the~~in ~~Company~~whole ~~calls~~and ~~the~~not ~~Public~~in ~~Warrants~~part; ~~for~~· ~~redemption,~~at ~~management~~a ~~has~~price ~~the~~of ~~option~~$0.01 toper ~~require~~warrant; ~~all~~· ~~holders~~upon ~~that~~a ~~wish~~minimum toof ~~exercise~~30 ~~the~~days’ ~~Public~~prior ~~Warrants~~written tonotice doof soredemption; onand a· ~~“cashless basis~~if,” asand ~~described~~only ~~in the warrant agreement. Additionally~~if, ~~in no event is~~ the ~~Company~~last toreported besale ~~required~~price ~~to net cash settle any Warrants. If~~ (the ~~Company~~“closing isprice”) ~~unable~~of ~~to complete~~ the ~~initial~~Class ~~Business~~A ~~Combination~~ordinary byshares ~~December~~equals ~~31,~~or ~~2024~~exceeds ~~and~~$18.00 ~~the~~per ~~Company~~share ~~liquidates~~(as ~~the~~adjusted) ~~funds~~for ~~held~~any in20 ~~the~~trading ~~Trust~~days ~~Account,~~within ~~holders~~a of30-trading ~~warrants~~day ~~will~~period ~~not~~ending ~~receive~~on ~~any~~the ofthird ~~such~~trading ~~funds~~day ~~with~~prior ~~respect~~ to ~~their~~the ~~warrants,~~date ~~nor~~on ~~will~~which ~~they receive any distribution from~~ the Company’s ~~assets~~sends ~~held~~the ~~outside~~notice of ~~the~~redemption ~~Trust Account with respect~~ to ~~such warrants. Accordingly,~~ the ~~warrants~~warrant ~~may expire worthless~~holders.

1619 Table of Contents

~~Note~~In 7addition, —once ~~Shareholders’~~the ~~Deficit~~warrants become exercisable, the Company may call the warrants for redemption:

~~Preference~~· ~~Shares~~in —whole ~~The~~and ~~Company~~not isin ~~authorized~~part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to ~~issue~~exercise ~~1,000,000~~their ~~preference~~warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares ~~with~~to abe ~~par~~determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; · if, and only if, the closing price of the Class A ordinary shares equals or exceeds $010.~~0001~~00 per share, ~~with~~(as ~~such~~adjusted) ~~designations,~~for ~~voting~~any ~~and~~20 ~~other~~trading ~~rights~~days within the 30- trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ~~preferences~~· asif ~~may~~the beclosing ~~determined~~price ~~from~~of ~~time~~the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to ~~time~~the bydate on which the Company’s ~~board~~sends the notice of ~~directors~~redemption to the warrant holders is less than $18.00 Atper ~~September~~share 30(as adjusted), ~~2024~~the ~~and~~Private ~~December~~Placement ~~31,~~Warrants ~~2023,~~must ~~there~~also ~~were~~be noconcurrently ~~preference~~called ~~shares~~for ~~issued~~redemption oron the same terms as the outstanding Public Warrants, as described above.

~~Class A Ordinary Shares —~~ The ~~Company~~“fair ismarket ~~authorized~~value” toof ~~issue~~the ~~300,000,000~~ Class A ordinary shares ~~with~~for athe ~~par~~above ~~value~~purpose ofshall ~~$0.0001~~mean ~~per~~the ~~share.~~volume-weighted Ataverage ~~December~~price ~~31,~~of ~~2023,~~the ~~there were 6,335,214~~ Class A ordinary shares ~~issued~~during orthe ~~outstanding,~~10 oftrading ~~which~~days ~~1,860,214~~immediately ~~were~~following ~~subject~~the todate ~~possible~~on ~~redemption.~~which Asthe ~~part~~notice of ~~the~~redemption ~~March~~is ~~2024~~sent ~~Extraordinary General Meeting, shareholders elected~~ to ~~redeem~~the ~~1,407,653~~holders ~~Class~~of Awarrants. ~~ordinary~~In ~~shares,~~no ~~resulting~~event inare ~~redemption payments out of~~ the ~~trust~~warrants ~~account~~to ~~totaling~~be ~~$16,309,778,~~exercisable orin ~~approximately~~connection ~~$11.59~~with ~~per~~this ~~share.~~redemption Atfeature ~~September~~for ~~30,~~more ~~2024,~~than ~~4,927,561~~0.361 Class A ordinary shares ~~remained~~per ~~issued~~warrant ~~and outstanding, of which 452,561 were~~ (subject to ~~possible redemption~~adjustment). ~~The Sponsor’s 4,475,000 Class A ordinary shares received upon conversion of its Class B ordinary shares are not redeemable.~~

~~Class~~If Bthe ~~Ordinary Shares — The~~ Company iscalls ~~authorized~~the toPublic ~~issue~~Warrants ~~30,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote~~ for ~~each Class B ordinary share. At December 31~~redemption, ~~2022,~~management ~~there~~has ~~were~~the ~~4,625,000~~option ~~Class~~to Brequire ~~ordinary~~all ~~shares~~holders ~~issued~~that ~~and~~wish ~~outstanding. On March 10, 2023, pursuant~~ to ~~the~~exercise ~~terms of~~ the ~~amended~~Public ~~and~~Warrants ~~restated memorandum and articles of association of the Company, the sponsor elected~~ to ~~convert~~do ~~its~~so ~~4,475,000 shares of Class B ordinary shares~~ on a ~~one-for-one~~“cashless basis,” ~~into~~as ~~Class~~described Ain ~~ordinary shares of~~ the ~~Company,~~warrant ~~with immediate effect~~agreement. InAdditionally, ~~connection~~in ~~with~~no ~~the~~event ~~conversion,~~is the ~~Sponsor~~Company ~~has agreed~~ to ~~certain~~be ~~transfer~~required ~~restrictions,~~to anet ~~waiver~~cash ofsettle ~~redemption rights, a waiver of~~ any ~~right~~Warrants. toIf ~~receive funds from~~ the ~~trust~~Company ~~account~~is ~~and~~unable ~~the obligation~~ to ~~vote~~complete inthe ~~favor of an~~ initial ~~business~~Business ~~combination.~~Combination Atby ~~September 30, 2024 and~~ December 31, ~~2023,~~2025 ~~there were 150,000 Class B ordinary shares issued~~ and ~~outstanding.~~the ~~Holders~~Company ofliquidates the ~~Class~~funds Aheld ~~ordinary~~in ~~shares~~the ~~and~~Trust Account, holders of ~~the~~warrants ~~Class~~will Bnot ~~ordinary~~receive ~~shares~~any ~~will~~of ~~vote~~such ~~together~~funds aswith arespect ~~single~~to ~~class~~their onwarrants, ~~all~~nor ~~matters~~will ~~submitted~~they toreceive aany ~~vote~~distribution offrom the Company’s ~~shareholders,~~assets ~~except~~held asoutside ~~required by law or stock exchange rule; provided that only holders~~ of the ~~Class~~Trust BAccount ~~ordinary~~with ~~shares~~respect ~~have the right~~ to ~~vote~~such onwarrants. ~~the~~Accordingly, ~~appointment of~~ the ~~Company’s~~warrants ~~directors~~may ~~prior~~expire ~~to the initial Business Combination~~worthless.

~~The~~Note ~~Class~~7 B— ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders),’ including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.Deficit

~~Note~~Preference 8Shares — ~~Fair~~The ~~Value~~Company ~~Measurements~~is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As at March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

~~The~~Class ~~fair~~A ~~value~~Ordinary ofShares ~~the~~— ~~Company’s~~The ~~financial assets and liabilities reflects management’s estimate of amounts that the~~ Company ~~would~~is ~~have~~authorized ~~received~~to inissue ~~connection~~300,000,000 ~~with~~Class ~~the~~A ~~sale~~ordinary ofshares ~~the assets or paid in connection~~ with ~~the~~a ~~transfer~~par value of ~~the~~$0.0001 ~~liabilities~~per inshare. anAt ~~orderly~~March ~~transaction~~31, ~~between~~2025 ~~market~~and ~~participants~~December at31, ~~the~~2024, ~~measurement~~there ~~date.~~were In4,490,048 ~~connection~~Class ~~with~~A ~~measuring~~ordinary ~~the~~shares ~~fair~~issued ~~value of its assets~~ and ~~liabilities~~outstanding, ~~the Company seeks to maximize the use~~ of ~~observable~~which ~~inputs~~15,048 ~~(market~~were ~~data~~subject ~~obtained from independent sources) and~~ to ~~minimize~~possible ~~the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities)~~redemption. The ~~following~~Sponsor’s ~~fair~~4,475,000 ~~value~~Class ~~hierarchy~~A isordinary ~~used~~shares toreceived ~~classify~~upon ~~assets~~conversion ~~and~~of ~~liabilities~~its ~~based~~Class onB ~~the~~ordinary ~~observable~~shares ~~inputs~~are ~~and~~not ~~unobservable inputs used in order to value the assets and liabilities:~~redeemable.

~~Level~~20 1:Table ~~Quoted~~of prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.Contents

~~Level~~Class 2:B ~~Observable~~Ordinary ~~inputs~~Shares ~~other~~— ~~than~~The ~~Level~~Company 1is ~~inputs.~~authorized ~~Examples~~to issue 30,000,000 Class B ordinary shares with a par value of ~~Level~~$0.0001 2per ~~inputs~~share. ~~include~~Holders ~~quoted~~are ~~prices~~entitled into ~~active~~one ~~markets~~vote for ~~similar~~each ~~assets~~Class orB ~~liabilities~~ordinary share. At December 31, 2022, there were 4,625,000 Class B ordinary shares issued and ~~quoted~~outstanding. ~~prices~~On March 10, 2023, pursuant to the terms of the amended and restated memorandum and articles of association of the Company, the sponsor elected to convert its 4,475,000 shares of Class B ordinary shares on a one-for-one ~~identical~~basis ~~assets~~into orClass ~~liabilities~~A ordinary shares of the Company, with immediate effect. In connection with the conversion, the Sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in ~~markets~~favor of an initial business combination. At March 31, 2025 and December 31, 2024, there were 150,000 Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that ~~are~~only ~~not~~holders ~~active~~of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination.

~~Level~~The 3:Class ~~Unobservable~~B ~~inputs~~ordinary ~~based~~shares onwill ~~our~~automatically ~~assessment~~convert into Class A ordinary shares at the time of the ~~assumptions~~initial Business Combination on a one-for-one basis (as adjusted). In the case that ~~market~~additional ~~participants~~Class ~~would~~A ~~use~~ordinary shares or equity-linked securities are issued or deemed issued in ~~pricing~~connection with the ~~asset~~initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or ~~liability~~deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~The~~Note ~~following~~8 ~~table~~— ~~presents~~Fair ~~information~~Value about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.Measurements

Description	Level		September 30, 2024		December 31, 2023
Assets:
Cash and marketable securities held in Trust Account		1	$	5,373,413	$	21,200,364

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

At September 30, 2024 and December 31, 2023, $5,373,413 and $0 of the balance held in the Trust Account was held in cash, respectively.

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s ~~liabilities~~assets that are measured at fair value on a recurring basis at ~~September~~March 3031, ~~2024~~2025 and ~~at December 31,~~ 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	Level		September 30, 2024		Level		December 31, 2023
			March 31,				December 31,
Liabilities:
Description	Level		2025		Level		2024
Warrant liability – Public Warrants		1	$	184,982		1	$	184,982
Assets:
Warrant liability – Private Placement Warrants		2	$	-		2	$	148,500
Cash and Marketable securities held in Trust Account	1		$	183,749	1		$	182,240
Total liabilities			$	184,982			$	333,482

17At ~~Table~~March 31, 2025 and December 31, 2025, $183,749 and $182,240 of ~~Contents~~the balance held in the Trust Account was held in cash, respectively.

~~The~~21 ~~Warrants~~Table ~~are~~of ~~accounted for as liabilities in accordance with ASC 815-40 and are presented within the warrant liabilities on the condensed balance sheets.~~Contents

The ~~warrant~~following table presents information about the Company’s liabilities that are measured at fair value ~~at inception and~~ on a recurring basis, ~~with~~at ~~changes~~March in31, ~~fair~~2025 ~~value~~and ~~presented~~December ~~within~~31, ~~change~~2024 inand indicates the fair value hierarchy of ~~warrant~~the ~~liabilities~~valuation ininputs the ~~condensed~~Company ~~statements~~utilized ofto ~~operations~~determine such fair value.

Initial Measurement and Subsequent Measurement

		March 31,			December 31,
Description	Level	2025		Level	2024
Liabilities:
Warrant Liability – Public Warrants	3	$	61,661	3	$	184,982
Total Warrant Liabilities		$	61,661		$	184,982

The ~~Company~~Warrants ~~established~~are ~~the~~accounted ~~initial fair value~~ for ~~the~~as ~~Public~~liabilities ~~Warrants~~in onaccordance ~~June~~with ~~21,~~ASC 2021, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one815-~~third~~40 ~~of one Public Warrant), (ii) the sale of Private Placement Warrants,~~ and ~~(iii)~~are ~~the~~presented ~~issuance~~within ~~of shares of Class B ordinary shares first to~~ the ~~warrants,~~warrant ~~based~~liabilities on ~~their fair values as determined at initial measurement, with remaining proceeds allocated to Class A ordinary shares and Class B ordinary shares based on their relative fair values at~~ the ~~initial~~balance ~~measurement date~~sheets. ~~The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.~~

The ~~Warrants~~warrant liabilities are measured at fair value at inception and on a recurring basis~~. The subsequent measurement of the Public Warrants as of December 31~~, ~~2023,~~with ischanges ~~classified~~in asfair ~~Level~~value 1presented ~~due~~within tochange ~~quoted prices~~ in anfair ~~active~~value ~~market since February 8, 2021. The subsequent measurement~~ of ~~the~~warrant ~~Public~~liabilities ~~Warrants~~in ~~as of September 30, 2024, is classified as Level 2. Following~~ the ~~delisting~~statements of ~~the Public Warrants on August 14, 2024, the last quoted price on Nasdaq was at market close on August 13, 2024~~operations. The Public Warrants have not traded on any other market since the delisting. The Company used the last traded price on Nasdaq as an initial reference for valuation; however, the final valuation was determined using a Monte Carlo simulation to model the fair value of similar asset classes as of September 30, 2024.

~~The~~Initial ~~Private~~Measurement Placement Warrants, which were previously measured using Level 2 inputs due to the use of quoted prices for similar, non-active assets, were also valued using Monte Carlo simulation techniques. As part of the sponsor change on August 15, 2024, the Private Placement Warrants were canceled and ~~removed~~Subsequent ~~from the balance sheet as of that date.~~Measurement

AsThe ofCompany ~~December~~established 31the initial fair value for the Public Warrants on June 21, ~~2023~~2021, the ~~fair~~date ~~value~~of the consummation of the Company’s Initial Public ~~Warrants~~Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, ~~were~~and (iii) the issuance of Class B ordinary shares first to the warrants, based on their fair values as determined at initial measurement, with the remaining proceeds allocated to beClass ~~$0.03~~A ordinary shares and ~~$0.03~~Class ~~per~~B ~~warrant~~ordinary ~~for~~shares ~~aggregate~~based on their relative fair values ofat ~~approximately~~the ~~$185,000~~initial ~~and~~measurement ~~$148,000,~~date. ~~respectively~~The Public Warrants were initially classified as Level 3 due to the use of unobservable inputs.

AsThe Public Warrants are remeasured at fair value on a recurring basis. Following the delisting of ~~September~~the 30Public Warrants on August 14, 2024, with the ~~fair~~last ~~value~~Nasdaq trading price recorded at market close on August 13, 2024, the subsequent measurement of the Public Warrants ~~was~~as ~~determined~~of toMarch be31, ~~$0.03~~2025 ~~per~~and ~~warrant~~December 31, ~~for~~2024, is classified as Level 3. Although the last traded price was used as an ~~aggregate~~initial reference, the final valuation was determined using a Monte Carlo simulation model that estimates the fair value of ~~approximately~~similar ~~$185~~asset classes as of March 31,~~000~~ 2025.

~~Level~~As 3of ~~financial~~March ~~liabilities~~31, ~~consist~~2025, of the ~~Private~~Public ~~Placement~~Warrants ~~Warrant~~were ~~liabilities~~valued ~~for~~at ~~which~~$0.01 ~~there~~per iswarrant ~~no current market~~ for ~~these~~an ~~securities~~aggregate ~~such~~value ~~that the determination~~ of ~~fair~~approximately ~~value requires significant judgment or estimation~~$61,661. ~~Changes~~As ~~in fair value measurements categorized within Level 3~~ of ~~the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. For the year ended~~ December 31, ~~2023~~2024, the ~~Private~~fair ~~Placement~~value ~~Warrants~~of ~~were~~the ~~valued~~Public ~~based~~Warrants onwas ~~quoted~~determined ~~prices~~to ~~for~~be ~~similar~~$0.03 ~~assets~~per ~~and~~warrant, ~~have~~with ~~been~~an ~~transferred~~aggregate ~~out~~valuation of ~~Level 3. The warrants remained in Level 2 for the three and nine months ended September 30~~$184, ~~2024~~982.

~~The~~As ~~change~~part inof ~~fair~~the ~~value~~change of sponsor agreement, the ~~Level~~Private 3Placement ~~warrant~~Warrants ~~liabilities~~were ~~for~~cancelled, and the ~~year~~Public ~~ended~~Warrants ~~December~~remain ~~31,~~the ~~2023~~only isoutstanding ~~summarized~~warrants asof ~~follows:~~the Company.

Change in fair value of warrant liability
Warrant liability at December 31, 2022	$	99,000
Change in fair value of warrant liability		346,500
Warrant liability at March 31, 2023	$	445,500
Change in fair value of warrant liability		(297,000	)
Warrant liability at December 31, 2023		148,500
Transfer out of warrant liability at December 31, 2023		(148,500	)
Warrant liability at December 31, 2023	$	0

Table of Contents

~~Note~~The 9following —table ~~Subsequent~~presents ~~Events~~the changes in the fair value of warrant liabilities:

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the financial statements, except described below.

	Private Placement		Public			Warrant Liabilities
*Fair value as of December 31, 2023*	$	148,500	$	184,982		$	333,482
Change in valuation inputs or other assumptions		74,250		92,490			166,740
*Fair value as of March 31, 2024*	$	222,750	$	277,472		$	500,222
*Fair value as of December 31, 2024*		-	$	184,982		$	184,982
Change in valuation inputs or other assumptions		-		(123,321	)		(123,321	)
*Fair value as of March 31, 2025*		-	$	(61,661	)	$	(61,661	)

OnThere ~~August~~were ~~13,~~no ~~2024,~~transfers ~~the~~in ~~Company~~or ~~received~~out aof ~~determination~~level ~~letter~~3 ~~(the~~for ~~"Delisting Notification") from Nasdaq stating that~~ the ~~Nasdaq~~three ~~Hearings~~months ~~Panel~~ended ~~had~~March ~~determined to delist the Company’s securities from Nasdaq due to the Company's non-compliance with the Minimum Publicly Held Shares Requirement and Nasdaq’s IM-5101-2~~31, ~~which~~2025.The ~~requires~~change ~~that~~in afair ~~special~~value ~~purpose acquisition company complete one or more business combinations within 36 months~~ of the ~~effectiveness~~Level of3 ~~its~~warrant ~~IPO~~liabilities ~~registration~~for ~~statement. Nasdaq removed~~ the ~~Company’s~~year ~~securities~~ended ~~from~~December ~~listing~~31, ~~effective~~2024 atis ~~the~~summarized ~~opening of business on August 14, 2024,~~ as ~~the Company did not demonstrate compliance with the continued listing requirements.~~follows:

On October 15, 2024, Nasdaq filed Form 25 with the SEC, formally removing the Company’s securities from listing and registration on Nasdaq. This filing completes the delisting process.

Change in fair value of warrant liability
Warrant liability at December 31, 2023	$	-
Transfer in of warrant liability at December 31, 2023		184,982
Change in fair value of warrant liability		-
Warrant liability at December 31, 2024	$	184,982

~~Pursuant~~Note to9 ~~the~~– ~~Delisting~~Segment Notification, the Company had a period of 15 days from the date of the Delisting Notification to submit a written request for a review of the Nasdaq Hearings Panel’s delisting determination by the Nasdaq Listing and Hearing Review Council (the “Listing Council”). However, the Company did not pursue an appeal, and the delisting proceeded as scheduled.Information

18ASC ~~Table~~Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of ~~Contents~~an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

~~Item~~The ~~2. Management~~Company’s ~~Discussion~~chief ~~and~~operating ~~Analysis~~decision ofmaker ~~Financial~~(“CODM”) ~~Condition~~has been identified as the Chief Executive Officers, who collectively review the operating results for the Company as a whole to make decisions about allocating resources and ~~Results~~assessing offinancial ~~Operations~~performance. Accordingly, management has determined that the Company only has one operating segment.

~~References~~When toevaluating the “Company~~,” “our,” “us” or “we” refer to Corner Growth Acquisition Corp. 2. The following discussion and analysis of the Company~~’s ~~financial~~performance ~~condition~~ and ~~results~~making ofkey ~~operations~~decisions ~~should~~regarding beresource ~~read~~allocation, inthe ~~conjunction~~CODM ~~with~~reviews ~~the~~several ~~unaudited~~key ~~condensed~~metrics, ~~financial~~formation ~~statements~~ and ~~the~~operational ~~notes~~costs ~~thereto~~and ~~contained~~dividend ~~elsewhere~~earned ~~in this Quarterly Report~~ on ~~Form~~investments ~~10-Q.~~held ~~Certain information contained~~ in ~~the~~Trust ~~discussion~~Account ~~and~~which ~~analysis~~include ~~set~~the ~~forth~~accompanying ~~below includes forward-looking~~ statements ~~that~~of ~~involve risks and uncertainties~~operations.

~~Cautionary~~The ~~Note~~key ~~Regarding~~measures ~~Forward-Looking~~of ~~Statements~~segment profit or loss reviewed by our CODM are interest earned on investments held in Trust Account and formation and operational costs. The CODM reviews dividend earned on investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

~~This~~Note ~~Quarterly Report on Form~~ 10-Q ~~includes forward~~-~~looking~~ ~~statements~~Subsequent within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Quarterly Report on Form 10-Q, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all forward- looking statements whenever they appear in this Quarterly Report. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.Events

~~Overview~~The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the unaudited condensed financial statements.

We23 ~~are~~Table ~~a blank check company incorporated on February 10, 2021 (inception) as a Cayman Islands exempted company for the purpose~~ of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we focus on industries that complement our management team’s background, and in our search for targets for our Business Combination seek to capitalize on the ability of our management team to identify and acquire a business, focusing on the technology industry in the United States and other developed countries.Contents

~~The~~Item ~~registration~~2 ~~statement~~– ~~for~~Management’s ~~our~~Discussion initial public offering (the “Initial Public Offering”) was declared effective on June 16, 2021. On June 21, 2021, we consummated our Initial Public Offering of 18,500,000 units, at $10.00 per unit, generating gross proceeds of $185,000,000, and ~~incurring~~Analysis ~~offering costs~~ of ~~approximately~~Financial ~~$698,351,~~Condition ~~inclusive of $6,475,000 in deferred underwriting commissions. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”)~~ and ~~one-third~~Results of ~~one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.~~Operations

~~Simultaneously~~References ~~with~~to the ~~closing~~“Company,” of“our,” ~~the~~“us” ~~Initial~~or ~~Public~~“we” ~~Offering,~~refer weto ~~consummated~~Corner Growth Acquisition Corp. 2. The following discussion and analysis of the ~~private~~Company’s ~~placement~~financial condition and results of ~~4,950,000~~operations ~~private~~should ~~placement~~be ~~warrants~~read atin aconjunction ~~price~~with ofthe $1unaudited financial statements and the notes related thereto.50 ~~per~~Certain ~~private~~information ~~placement~~contained ~~warrant~~in (the ~~“Private~~discussion ~~Placement”)~~and toanalysis ~~our~~set ~~sponsor,~~forth ~~generating~~below ~~gross~~includes ~~proceeds~~forward-looking ~~of $7,425,000~~statements. ~~Each~~Our ~~private~~actual ~~placement~~results ~~warrant~~may isdiffer ~~exercisable~~materially ~~for~~from ~~one~~those ~~Class~~anticipated Ain ~~ordinary~~these ~~share~~forward-looking atstatements as a ~~price~~result of ~~$11.50~~many ~~per share~~factors.

~~Transaction costs amounted to $10,873,351, consisting of $3,700,000 of underwriting discount, $6,475,000 of deferred underwriting discount, and $698,351 of other offering costs.~~Overview

~~Upon~~We ~~the~~are ~~closing~~a ofblank ~~the~~check ~~Initial~~company ~~Public~~incorporated ~~Offering~~on ~~and~~February ~~private placement~~10, ~~$185,000,000~~2021 (~~$10.00 per unit~~inception) ofas ~~the~~a ~~net~~Cayman ~~proceeds~~Islands ofexempted ~~the~~company ~~Initial~~for ~~Public Offering and certain of~~ the ~~proceeds~~purpose of ~~the~~effecting ~~private~~a ~~placement~~merger, ~~were~~share ~~placed in the Trust Account~~exchange, ~~located~~asset ~~in the United States at UBS Financial Services Inc.~~acquisition, ~~with~~share ~~Continental Stock Transfer & Trust Company acting as trustee~~purchase, ~~and~~reorganization ~~are~~or ~~only~~similar ~~invested~~business incombination ~~U.S.~~with ~~government~~one ~~securities,~~or ~~within~~more ~~the~~businesses ~~meaning set forth in Section 2~~(a~~)(16)~~ of“Business ~~the~~Combination”). ~~Investment~~While ~~Company~~we ~~Act,~~may ~~with~~pursue aan ~~maturity~~acquisition ofopportunity ~~185 days or less or~~ in any ~~open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2)~~business, ~~(d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act~~industry, assector ~~determined~~or bygeographical uslocation, ~~until~~we ~~the~~focus ~~earlier~~on ~~of:~~industries ~~(i)~~that ~~the~~complement ~~completion~~our ofmanagement ateam’s ~~Business~~background, ~~Combination~~ and ~~(ii) the distribution of the assets held~~ in ~~the~~our ~~Trust~~search ~~Account.~~for ~~Our~~targets ~~management~~for ~~has~~our ~~broad~~Business ~~discretion~~Combination ~~with~~seek ~~respect~~ to ~~the~~capitalize ~~specific~~on ~~application of~~ the ~~net~~ability ~~proceeds~~ of ~~the~~our ~~Initial~~management ~~Public~~team ~~Offering~~to identify and ~~the~~acquire ~~private~~a ~~placement~~business, ~~although~~focusing ~~substantially~~on ~~all of~~ the ~~net~~technology ~~proceeds~~industry ~~are~~in ~~intended~~the toUnited beStates ~~applied~~and ~~toward~~other ~~consummating~~developed ~~an initial Business Combination~~countries.

OnThe ~~January~~registration 6,statement ~~2023,~~for ~~the~~our ~~Company’s~~initial ~~fixed~~public ~~price~~offering ~~tender offer~~ (the “~~2022~~Initial ~~Tender~~Public ~~Offer~~Offering”) towas ~~purchase~~declared ~~and~~effective ~~redeem~~on ~~its~~June ~~Class~~16, A2021. ~~Ordinary~~On ~~Shares~~June at21, a2021, ~~purchase~~we ~~price~~consummated ofour ~~$10.21~~Initial ~~per~~Public ~~share~~Offering of ~~Class~~18,500,000 ~~A Ordinary Shares~~units, ~~net~~at to$10.00 ~~seller~~per inunit, ~~cash~~generating ~~and~~gross ~~without~~proceeds ~~interest~~of ~~upon~~$185,000,000, ~~the terms~~ and ~~subject~~incurring tooffering ~~the~~costs ~~conditions~~of ~~set~~approximately ~~forth~~$698,351, ininclusive ~~the 2022 Tender Offer expired (the “Expiration Time”). A total~~ of 4$6,~~101~~475,~~830~~000 ~~Class A ordinary shares were validly tendered and not withdrawn~~ in ~~the~~deferred ~~2022~~underwriting ~~Tender Offer~~commissions. ~~The~~Each ~~Company~~unit ~~accepted~~consists ~~for~~of ~~purchase~~one ~~all such~~ Class A ordinary ~~shares~~share, atpar avalue ~~purchase price of~~ $100.210001 per share ~~for~~(the an“Class ~~aggregate~~A ~~purchase~~ordinary ~~price~~shares”) ofand ~~$41,879,684,~~one-third ~~which includes $319,942~~ of ~~earnings~~one inredeemable ~~the~~warrant, ~~Trust~~each ~~Account~~whole ~~not~~public ~~previously~~warrant ~~withdrawn.~~entitling ~~After~~the ~~giving~~holder ~~effect~~thereof to ~~the~~purchase ~~2022~~one ~~Tender Offer, there were 3,304,435~~ Class A ~~Ordinary~~ordinary ~~Shares~~share ~~issued~~at ~~and~~a ~~outstanding.~~price ~~In connection with the 2022 Tender Offer, the Sponsor deposited an additional $198,266 into the Trust Account (an aggregate~~ of $011.0650 per ~~Class A ordinary~~ share~~) on each of January~~, ~~February~~subject ~~and~~to ~~March 9, 2023~~adjustment.

19Simultaneously ~~Table~~with the closing of ~~Contents~~the Initial Public Offering, we consummated the private placement of 4,950,000 private placement warrants at a price of $1.50 per private placement warrant (the “Private Placement”) to our sponsor, generating gross proceeds of $7,425,000. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share.

OnTransaction ~~March~~costs ~~10,~~amounted ~~2023, pursuant~~ to ~~the terms of the amended and restated memorandum and articles of association of the Company~~$10, ~~the Sponsor~~873,351, ~~the~~consisting ~~holder~~ of ~~an aggregate of 4~~$3,~~475~~700,000 ~~shares~~ of ~~the~~underwriting ~~Company’s Class B Ordinary Shares~~discount, ~~par value~~ $~~0.0001 per share~~6, ~~elected to convert 4,~~475,000 ~~shares~~ of ~~the~~deferred ~~Class~~underwriting ~~B Ordinary Shares held by it on a one-for-one basis into Class A Ordinary Shares of the Company~~discount, ~~with immediate effect. Following such conversion, the Company had an aggregate of 7,779,435 shares of Class A Ordinary Shares issued~~ and ~~outstanding~~$698,351 of ~~which~~other ~~3,304,435~~offering ~~were subject to possible redemption, and 150,000 shares of Class B Ordinary Shares issued and outstanding~~costs. In connection with the conversion, the Sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the Trust Account and the obligation to vote in favor of an initial business combination. Since the conversion occurred after the record date of the March 2023 Extraordinary General Meeting (as defined below), there was no impact to the votes required to approve the proposals or the counting of the votes at the March 2023 Extraordinary General Meeting as a result of the conversion.

OnUpon ~~March~~the 15closing of the Initial Public Offering and private placement, ~~2023~~$185,000,000 ($10.00 per unit) of the ~~Company~~net ~~held~~proceeds anof ~~extraordinary~~the ~~general~~Initial ~~meeting~~Public Offering and certain of ~~shareholders~~the (proceeds of the ~~“March~~private ~~2023~~placement ~~Extraordinary~~were ~~General~~placed ~~Meeting”)~~in the Trust Account, tolocated ~~amend~~in the United States at UBS Financial Services Inc., with Continental Stock Transfer & Trust Company’s ~~amended~~acting as trustee, and ~~restated~~are ~~memorandum~~only ~~and~~invested ~~articles~~in ofU.S. ~~association~~government (securities, within the ~~“Second~~meaning ~~Articles~~set ~~Amendment”)~~forth toin ~~extend~~Section 2(a)(16) of the ~~date~~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 selected by ~~which~~us meeting the ~~Company~~conditions ~~has~~of toparagraphs ~~consummate~~(d)(2), a(d)(3) ~~business~~and ~~combination~~(d)(4) ~~from~~of ~~March~~Rule 212a-7 of the Investment Company Act, ~~2023~~as todetermined ~~March~~by 21us, ~~2024~~until the earlier of: (i) the ~~“March~~completion ~~2023~~of ~~Extension~~a ~~Amendment~~Business ~~Proposal”~~Combination and (ii). ~~The~~the ~~shareholders~~distribution of the ~~Company~~assets ~~approved~~held in the ~~March~~Trust ~~2023~~Account. ~~Extension~~Our ~~Amendment~~management ~~Proposal~~has ~~and~~broad ~~the~~discretion ~~Redemption~~with ~~Limitation~~respect ~~Amendment~~to ~~Proposal~~the atspecific application of the ~~March~~net ~~2023~~proceeds ~~Extraordinary~~of ~~General~~the ~~Meeting~~Initial Public Offering and onthe ~~March~~private 15placement, ~~2023,~~although ~~the~~substantially ~~Company~~all ~~filed~~of the ~~Second~~net ~~Articles~~proceeds ~~Amendment~~are ~~with~~intended ~~the~~to ~~Cayman~~be ~~Islands~~applied ~~Registrar~~toward ofconsummating ~~Companies~~an initial Business Combination.

As24 ~~part~~Table of the March 2023 Extraordinary General Meeting, shareholders elected to redeem 1,444,221 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $15,297,014, or approximately $10.59 per share which includes $404,207 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions and the Sponsor’s conversion, 6,335,214 Class A ordinary shares remained issued and outstanding, of which 1,860,214 were subject to possible redemption.Contents

~~The~~On ~~Company~~January ~~and~~6, 2023, the ~~Sponsor~~Company’s ~~have~~fixed ~~agreed~~price ~~that~~tender ~~they~~offer ~~will~~(the ~~deposit~~“2022 ~~into~~Tender ~~the~~Offer”) ~~Trust~~to ~~Account~~purchase anand ~~amount~~redeem ~~equal~~its toClass ~~the~~A ~~lesser~~Ordinary ofShares ~~(i)~~at a purchase price of $010.0421 per share orof ~~(ii)~~Class ~~$65,000.00~~A ~~for~~Ordinary ~~each~~Shares, ~~month~~net ~~(the~~to ~~“Second~~seller ~~Monthly~~in ~~Contribution”)~~cash ofand ~~the~~without ~~extension~~interest ~~period~~upon upthe terms and ~~until~~subject ~~February~~to ~~21,~~the ~~2024,~~conditions ~~resulting~~set forth in athe ~~maximum~~2022 ~~contribution~~Tender ofOffer $0expired (the “Expiration Time”).48 ~~per~~A ~~share~~total of 4,101,830 Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~that~~were isvalidly tendered and not ~~redeemed~~withdrawn in ~~connection~~the ~~with~~2022 ~~the~~Tender ~~March~~Offer. ~~2023~~The ~~Extraordinary~~Company ~~General~~accepted ~~Meeting~~for ~~(the~~purchase ~~“Second~~all ~~Maximum~~such ~~Contribution”,~~Class ~~and~~A ~~the~~ordinary ~~period~~shares ~~from~~at ~~March~~a purchase price of $10.21, ~~2023~~per toshare ~~March~~for ~~21,~~an ~~2024~~aggregate ~~the~~purchase ~~“Second~~price ~~Guaranteed~~of ~~Payment~~$41,879,684, ~~Period”)~~which includes $319,942 ~~subject~~of toearnings in the ~~Company’s~~Trust ~~and~~Account ~~the~~not ~~Sponsor’s~~previously ~~right~~withdrawn. After giving effect to ~~stop~~the ~~making~~2022 ~~said~~Tender ~~Monthly~~Offer, ~~Contributions~~there ~~This~~were ~~contribution~~3,304,435 ~~was~~Class ~~funded~~A onOrdinary orShares ~~about~~issued ~~the~~and ~~21st~~outstanding. ofIn ~~each~~connection ~~month~~with ~~through~~the ~~February~~2022 21Tender Offer, ~~2024;~~the ~~provided~~Sponsor ~~that~~deposited an additional $198,266 nointo ~~such~~the ~~deposits~~Trust ~~will~~Account be(an ~~made~~aggregate ~~following~~of ~~the~~$0.06 ~~completion~~per Class A ordinary share) on each of ~~any~~January, ~~business~~February ~~combination~~and March 9, 2023.

On March 810, ~~2024~~2023, pursuant to the ~~Company~~terms ~~held~~of anthe ~~extraordinary~~amended ~~general~~and ~~meeting~~restated memorandum and articles of ~~shareholders~~association (of the ~~“March~~Company, ~~2024~~the ~~Extraordinary~~Sponsor, ~~General~~the ~~Meeting~~holder of an aggregate of 4,”)475,000 toshares ~~amend~~of the Company’s ~~amended~~Class ~~and~~B ~~restated~~Ordinary ~~memorandum~~Shares, ~~and~~par ~~articles~~value of$0.0001 ~~association~~per toshare, ~~extend~~elected ~~the~~to ~~date~~convert by4,475,000 ~~which~~shares of the ~~Company~~Class ~~has~~B toOrdinary ~~consummate~~Shares aheld ~~business~~by ~~combination~~it ~~from~~on ~~March~~a ~~21,~~one-for-one ~~2024~~basis tointo ~~December~~Class ~~31,~~A ~~2024~~Ordinary (Shares of the ~~“March~~Company, ~~2024~~with ~~Extension~~immediate ~~Amendment~~effect. ~~Proposal”)~~Following ~~and~~such ~~eliminate~~conversion, the ~~limitation~~Company ~~that~~had ~~the~~an ~~Company~~aggregate ~~shall~~of ~~not~~7,779,435 ~~redeem~~shares of Class A Ordinary Shares ~~included~~issued asand ~~part~~outstanding, of ~~the~~which ~~units~~3,304,435 ~~sold~~were insubject ~~the~~to ~~IPO~~possible toredemption, ~~the~~and ~~extent~~150,000 ~~that~~shares ~~such~~of ~~redemption~~Class ~~would~~B ~~cause~~Ordinary Shares issued and outstanding. In connection with the ~~Company’s~~conversion, ~~net~~the ~~tangible~~Sponsor ~~assets~~has agreed to becertain ~~less~~transfer ~~than~~restrictions, $5a waiver of redemption rights,~~000,001.~~ Asa ~~part~~waiver of ~~the~~any ~~March~~right ~~2024~~to ~~Extraordinary~~receive ~~General~~funds ~~Meeting,~~from the ~~Company~~Trust Account and~~/or~~ the ~~Sponsor~~obligation isto novote ~~longer~~in ~~required~~favor toof ~~deposit~~an ~~monthly~~initial ~~contributions~~business ~~into~~combination. Since the ~~trust~~conversion ~~account.~~occurred ~~The~~after ~~shareholders~~the ~~approved~~record date of the March ~~2024~~2023 ~~Extension~~Extraordinary ~~Amendment~~General ~~Proposal~~Meeting ~~and~~(as ~~the~~defined ~~Company~~below), ~~filed~~there was no impact to the ~~amended~~votes ~~and~~required ~~restated~~to ~~memorandum~~approve ~~and~~the ~~articles~~proposals or the counting of ~~association~~the ~~with~~votes at the ~~Cayman~~March ~~Islands~~2023 ~~Registrar~~Extraordinary General Meeting as a result of ~~Companies~~the conversion.

AsOn ~~part~~March 15, 2023, the Company held an extraordinary general meeting of shareholders (the “March ~~2024~~2023 Extraordinary General Meeting”), ~~shareholders~~to ~~elected~~amend tothe ~~redeem~~Company’s ~~1,407,653~~amended ~~Class~~and Arestated ~~ordinary~~memorandum ~~shares,~~and ~~resulting~~articles inof ~~redemption~~association ~~payments~~(the ~~out~~“Second ofArticles Amendment”) to extend the ~~trust~~date ~~account~~by ~~totaling~~which ~~$16,309,778,~~the orCompany ~~approximately~~has ~~$11.59~~to ~~per~~consummate ~~share~~a ~~which~~business ~~includes~~combination $1from March 21,~~203~~ 2023 to March 21,~~822~~ 2024 (the “March 2023 Extension Amendment Proposal”). The shareholders of ~~earnings~~the inCompany approved the ~~trust~~March ~~account~~2023 ~~not~~Extension ~~previously~~Amendment ~~withdrawn.~~Proposal ~~Subsequent~~and tothe Redemption Limitation Amendment Proposal at the ~~redemptions~~March 2023 Extraordinary General Meeting and on March 15, 42023,~~927,561~~ ~~Class~~the ACompany ~~ordinary~~filed ~~shares~~the ~~remained~~Second ~~issued~~Articles ~~and~~Amendment ~~outstanding~~with the Cayman Islands Registrar of Companies.

OnAs ~~February~~part ~~22,~~of ~~2024,~~ the ~~Company~~March ~~received~~2023 aExtraordinary ~~letter~~General ~~(the~~Meeting, ~~“Notice”)~~shareholders ~~from~~elected ~~the~~to ~~Listing~~redeem ~~Qualifications~~1,444,221 ~~Department~~Class ofA ~~The~~ordinary ~~Nasdaq~~shares, ~~Stock~~resulting ~~Market~~in ~~LLC~~redemption ~~(“Nasdaq”)~~payments ~~notifying~~out ~~the~~of ~~Company that~~ the ~~Company~~Trust noAccount ~~longer~~totaling ~~meets~~$15,297,014, ~~the~~or ~~minimum~~approximately ~~300~~$10.59 ~~public~~per ~~holders~~share ~~requirement~~which ~~for~~includes ~~The~~$404,207 ~~Nasdaq~~of ~~Capital~~earnings ~~Market~~in ~~pursuant to Nasdaq Listing Rule 5500(a)(3) (~~the ~~“Minimum~~Trust ~~Public~~Account ~~Holders~~not ~~Requirement”)~~previously withdrawn. ~~The~~Subsequent ~~Company timely submitted a plan~~ to ~~regain~~the ~~compliance~~redemptions ~~with~~and the ~~Minimum~~Sponsor’s ~~Public Holders Requirement. On May 10~~conversion, ~~2024~~6,335,214 ~~the~~Class ~~Company~~A ~~received~~ordinary ashares ~~letter~~remained ~~from~~issued ~~Nasdaq~~and ~~notifying the Company that the Company had~~outstanding, ~~based~~of onwhich ~~email correspondence with Nasdaq~~1, ~~demonstrated that it was in compliance with the Minimum Public Holders Requirement. As such~~860,214 ~~Nasdaq~~were ~~considers~~subject ~~the~~to ~~matter~~possible ~~closed~~redemption.

OnThe ~~May~~Company ~~10,~~and ~~2024,~~ the ~~Company~~Sponsor ~~received~~have aagreed ~~letter~~that ~~(the~~they ~~“Second~~will ~~Notice”)~~deposit ~~from~~into the ~~Listing~~Trust ~~Qualifications~~Account ~~Department~~an ofamount ~~Nasdaq~~equal ~~notifying~~to the ~~Company~~lesser ~~that~~of ~~the~~(i) ~~Company~~$0.04 noper ~~longer~~share ~~meets~~or ~~the~~(ii) ~~minimum 500~~$65,000.00 ~~publicly~~for ~~held~~each ~~shares~~month ~~requirement~~(the ~~for~~“Second ~~The~~Monthly ~~Nasdaq~~Contribution”) ~~Capital~~of ~~Market~~the ~~pursuant~~extension toperiod ~~Nasdaq~~up ~~Listing~~and ~~Rule~~until ~~5550(~~February 21, 2024, resulting in a~~)(4)~~ ~~(the~~maximum ~~“Minimum~~contribution ~~Publicly~~of ~~Held~~$0.48 per share of Class A Ordinary Shares ~~Requirement”).~~that Inis ~~accordance~~not redeemed in connection with ~~Nasdaq~~the ~~rules~~March 2023 Extraordinary General Meeting (the “Second Maximum Contribution”, and the ~~Company~~period ~~has~~from 45March ~~days~~21, or2023 ~~until~~to ~~June~~March 2421, 2024, tothe ~~submit~~“Second aGuaranteed ~~plan~~Payment Period”), subject to ~~regain~~the ~~compliance~~Company’s ~~with~~and the ~~Minimum~~Sponsor’s ~~Publicly~~right ~~Held~~to ~~Shares~~stop ~~Requirement.~~making ~~The~~said ~~Second~~Monthly ~~Notice~~Contributions isThis ~~only~~contribution awas ~~notification~~funded ofon ~~deficiency,~~or ~~not~~about the 21st of ~~imminent~~each ~~delisting,~~month ~~and~~through ~~has~~February no21, ~~current~~2024; ~~effect~~provided onthat, ~~the~~no ~~listing~~such ordeposits ~~trading~~will ofbe ~~the~~made ~~Company’s~~following ~~securities~~the oncompletion ~~The~~of ~~Nasdaq~~any ~~Capital~~business ~~Market~~combination.

On ~~April~~March 18, 2024, the Company ~~instructed~~held ~~Continental~~an ~~Stock~~extraordinary ~~Transfer~~general &meeting ~~Trust~~of ~~Company~~shareholders (the “March 2024 Extraordinary General Meeting,”), to amend the ~~trustee~~Company’s ~~with~~amended ~~respect~~and restated memorandum and articles of association to extend the ~~Trust~~date ~~Account~~by which the Company has to consummate a business combination from March 21, 2024 to ~~liquidate~~December 31, 2024 (the ~~U.S.~~“March ~~government~~2024 ~~securities~~Extension orAmendment ~~money~~Proposal”) ~~market~~and ~~funds~~eliminate ~~held~~the inlimitation that the ~~Trust~~Company ~~Account~~shall ~~and~~not ~~thereafter~~redeem toClass ~~hold~~A ~~all~~Ordinary ~~funds~~Shares inincluded as part of the ~~Trust~~units ~~Account~~sold in ~~cash~~the (iIPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.e. As part of the March 2024 Extraordinary General Meeting, inthe ~~one~~Company and/or ~~more~~the ~~bank~~Sponsor ~~accounts)~~is no longer required to deposit monthly contributions into the trust account. The shareholders approved the March 2024 Extension Amendment Proposal and the Company filed the amended and restated memorandum and articles of association with the Cayman Islands Registrar of Companies.

On25 ~~April~~Table ~~2, 2024, Jerome “Jerry” Letter provided written notice to the Company~~ of his resignation as the Company’s Chief Financial Officer, effective immediately. Mr. Letter’s resignation was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Concurrently therewith, the Company’s current Co-Chairman and Chief Executive Officer, Marvin Tien, was appointed as acting Chief Financial Officer for the Company. Mr. Tien will retain his roles as Co-Chairman and Chief Executive Officer.Contents

20As ~~Table~~part of ~~Contents~~the March 2024 Extraordinary General Meeting, shareholders elected to redeem 1,407,653 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $16,309,778, or approximately $11.59 per share which includes $1,203,822 of earnings in the trust account not previously withdrawn.

OnSubsequent August 15, 2024, the Company, CGA Sponsor 2, LLC (the "Original Sponsor"), Connor Square, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the ~~Purchase Agreement~~redemptions, ~~among other things: (a) the Original Sponsor transferred an aggregate of 2~~4,~~685~~927,~~000~~561 Class A ~~Ordinary~~ordinary Shares of the Company to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 ("Letter Agreement"), and that certain Registration Rights Agreement, dated June 16, 2021 ("Registration Rights Agreement"), each originally entered into in connection with the Company’s initial public offering ("IPO"), among the Company, the Original Sponsor, and certain equity holders of the Company; (c) the Original Sponsor and holders of Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares onremained ~~their~~issued ~~behalf~~ and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the “Warrant Cancellation Agreements”) to cancel an aggregate of 4,950,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the amounts owed by the Company, with any remaining liabilities assigned to the Original Sponsor (the "Debt Assignment Agreements")outstanding. Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement whereby Cantor agreed to accept a certain number of shares of the Company following any business combination in lieu of the cash deferred commissions owed from the IPO.

On ~~June~~February 1722, 2024, the Company received a ~~notice~~letter (the “Notice”) from the Listing Qualifications Department of ~~Nasdaq~~The ~~indicating that, unless the Company timely requested a hearing before the~~ Nasdaq ~~Hearings~~Stock ~~Panel~~Market ~~(the~~LLC (“~~Panel~~Nasdaq”), notifying the Company’s ~~securities~~that ~~(shares,~~the ~~warrants,~~Company ~~and~~no ~~rights)~~longer ~~would~~meets bethe ~~subject~~minimum to300 ~~suspension~~public ~~and~~holders ~~delisting~~requirement ~~from~~for The Nasdaq Capital Market atpursuant ~~the opening of business on June 26, 2024, due~~ to ~~the Company’s non-compliance with~~ Nasdaq ~~IM-5101-2.~~Listing ~~This~~Rule ~~rule requires that~~ 5500(a)(3) ~~special purpose acquisition company complete one or more business combinations within 36 months of~~ (the ~~effectiveness~~“Minimum ofPublic ~~its~~Holders ~~IPO registration statement~~Requirement”). The Company timely submitted a ~~request~~plan ~~for~~to aregain ~~hearing~~compliance towith the ~~Panel~~Minimum onPublic ~~June~~Holders ~~24, 2024, which resulted in a temporary stay of the delisting action~~Requirement. ~~The~~On ~~Panel~~May ~~convened to review the Company’s appeal on July 25~~10, 2024~~. Following the hearing~~, ~~Nasdaq notified~~ the Company ~~that,~~received ~~despite~~a ~~the~~letter ~~Company’s~~from ~~request for additional time, the delisting of the Company’s securities would proceed. On October 15, 2024,~~ Nasdaq ~~filed~~notifying ~~Form 25 with~~ the ~~Securities and Exchange Commission to formally remove the~~ Company’s ~~securities from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective at the opening of business on August 14, 2024. As of~~ that ~~date,~~ the Company’s ~~securities~~had, ~~including~~based ~~Class A ordinary shares, warrants, and units, were no longer listed or registered~~ on ~~Nasdaq.~~email ~~The~~correspondence ~~Company’s~~with ~~public warrants remain outstanding~~Nasdaq, ~~and~~demonstrated ~~the~~that ~~Company~~it iswas ~~currently~~in ~~evaluating~~compliance ~~alternative~~with ~~options, including over-~~the~~-counter~~ ~~(OTC)~~Minimum ~~trading~~Public ~~and~~Holders ~~potential~~Requirement. ~~future~~As ~~re-listing on the exchanges~~such, inNasdaq ~~order~~considers ~~to maximize shareholder value. (See Note 9 to~~ the ~~notes~~matter ~~to the unaudited condensed financial statements for further information regarding this delisting and its impact on the Company's operations)~~closed.

IfOn weMay ~~are unable to complete a Business Combination by December 31~~10, 2024, wethe ~~will~~Company ~~(i)~~received ~~cease~~a ~~all~~letter ~~operations except for~~ (the ~~purpose~~“Second ~~of winding up, (ii~~Notice”) asfrom ~~promptly~~the asListing ~~reasonably~~Qualifications ~~possible~~Department ~~but~~of ~~not~~Nasdaq ~~more~~notifying ~~than ten business days thereafter, redeem~~ the ~~public~~Company ~~shares,~~that ~~at a per-share price, payable in cash, equal to~~ the ~~aggregate~~Company ~~amount~~no ~~then~~longer onmeets ~~deposit in~~ the ~~Trust~~minimum ~~Account~~500,000 ~~including~~publicly ~~interest earned on the funds~~ held inshares ~~the~~requirement ~~Trust~~for ~~Account~~The ~~and~~Nasdaq ~~not~~Capital ~~previously~~Market ~~released~~pursuant to usNasdaq toListing ~~pay~~Rule ~~for~~5550(a)(4) ~~our income taxes~~ (~~less~~the up“Minimum toPublicly ~~$100,000~~Held ofShares ~~interest to pay dissolution expenses~~Requirement”),. ~~divided~~In byaccordance ~~the~~with ~~number~~Nasdaq ~~of then outstanding public shares~~rules, ~~which redemption will completely extinguish public shareholders’ rights as shareholders (including~~ the ~~right~~Company tohas ~~receive~~45 ~~further liquidating distributions~~days, ifor ~~any),~~until ~~subject~~June ~~to applicable law~~24, ~~and (iii) as promptly as reasonably possible following such redemption~~2024, ~~subject~~ to ~~the~~submit ~~approval~~a ofplan ~~our~~to ~~remaining~~regain ~~shareholders~~compliance ~~and~~with ~~our~~the ~~board~~Minimum ofPublicly ~~directors,~~Held ~~proceed~~Shares toRequirement. ~~commence~~The aSecond ~~voluntary~~Notice ~~liquidation~~is ~~and~~only ~~thereby~~ a ~~formal~~notification ~~dissolution~~ of ~~our company~~deficiency, ~~subject~~not inof ~~each~~imminent ~~case~~delisting, toand ~~our~~has ~~obligations~~no ~~under~~current ~~Cayman~~effect ~~Islands~~on ~~law~~the tolisting ~~provide~~or ~~for~~trading ~~claims~~ of ~~creditors~~the ~~and~~Company’s ~~the~~securities ~~requirements~~on ofThe ~~other~~Nasdaq ~~applicable~~Capital ~~law~~Market.

~~Liquidity~~On April 1, ~~Capital~~2024, ~~Resources~~the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and ~~Going~~thereafter ~~Concern~~to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts).

AsOn ~~indicated~~April in2, 2024, Jerome “Jerry” Letter provided written notice to the ~~accompanying~~Company ~~unaudited~~of ~~condensed~~his ~~financial~~resignation ~~statements,~~as atthe ~~September~~Company’s ~~30,~~Chief ~~2024~~Financial Officer, weeffective ~~had~~immediately. $0Mr. inLetter’s ~~our~~resignation ~~operating~~was ~~bank~~not ~~account~~as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Concurrently therewith, the Company’s current Co-Chairman and ~~working~~Chief ~~capital~~Executive ~~deficit~~Officer, ofMarvin $2Tien,~~755.~~ Wewas ~~expect~~appointed toas ~~continue~~acting toChief ~~incur~~Financial ~~significant~~Officer ~~costs~~for inthe ~~pursuit~~Company. ofMr. ~~our~~Tien ~~initial~~will ~~Business~~retain ~~Combination~~his ~~plans~~roles as Co-Chairman and Chief Executive Officer.

~~Our~~On ~~liquidity~~August ~~needs~~15, ~~prior~~2024, tothe Company, CGA Sponsor 2, LLC (the ~~consummation~~"Original ofSponsor"), Connor Square, LLC (the ~~Initial~~"New ~~Public~~Sponsor"), ~~Offering~~and ~~were~~Alexandre ~~satisfied~~Balkanski, ~~through~~John Mulkey, and Jason Park entered into a share purchase agreement (the ~~proceeds~~“Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred an aggregate of ~~$25~~2,685,000 ~~from~~Class ~~the~~A ~~sale~~Ordinary Shares of the ~~founder~~Company ~~shares~~to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 ("Letter Agreement"), and ~~loans~~that ~~from~~certain ~~our~~Registration ~~sponsor~~Rights ofAgreement, ~~$100~~dated June 16,~~000.~~ ~~The~~2021 ~~loan~~("Registration ~~was~~Rights ~~repaid~~Agreement"), each originally entered into in ~~full~~connection onwith ~~August~~the 9Company’s initial public offering ("IPO"), ~~2021.~~among ~~Subsequent~~the toCompany, the ~~consummation~~Original Sponsor, and certain equity holders of the ~~Initial~~Company; ~~Public~~(c) ~~Offering,~~the ~~our~~Original ~~liquidity~~Sponsor ~~has~~and ~~been~~holders ~~satisfied~~of ~~through~~Class B Shares granted the ~~net~~New ~~proceeds~~Sponsor ~~received~~the ~~from~~irrevocable right to vote the ~~consummation~~retained shares on their behalf and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the “Warrant Cancellation Agreements”) to cancel an aggregate of 4,950,000 private placement warrants purchased by the ~~Initial~~Original ~~Public~~Sponsor ~~Offering~~at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the ~~Private~~amounts ~~Placement~~owed ~~that~~by ~~were~~the ~~not~~Company, ~~placed~~with any remaining liabilities assigned to the Original Sponsor (the "Debt Assignment Agreements"). Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement whereby Cantor agreed to accept a certain number of shares of the Company following any business combination in lieu of the ~~Trust~~cash ~~Account~~deferred commissions owed from the IPO.

In26 ~~order~~Table ~~to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate~~ of our Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required. The terms of such loans have not been determined and no written agreements exist with respect to such loans. However, as discussed in Note 4 to the unaudited condensed financial statements herein, as of August 15, 2024, in connection with the sale of the Sponsor’s interest to the New Sponsor, the Company’s outstanding liabilities, amounting to $1,050,795, consisting of operating and formation costs, were transferred to the Original Sponsor. Following this transaction, the Company had no outstanding liabilities to the former Sponsor as of September 30, 2024, with all such debts effectively settled upon transfer. The new Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.Contents

~~Based~~On onJune ~~the~~17, ~~foregoing~~2024, ~~management~~the ~~believes~~Company received a notice from the Listing Qualifications Department of Nasdaq indicating that, weunless ~~may~~the ~~not~~Company ~~have~~timely ~~sufficient~~requested ~~working~~a ~~capital~~hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to ~~meet~~suspension ~~our~~and ~~needs~~delisting ~~through~~from The Nasdaq Capital Market at the ~~consummation~~opening of abusiness ~~Business~~on ~~Combination~~June 26, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2. ~~Over~~This ~~this~~rule ~~time~~requires ~~period,~~that wea ~~will~~special bepurpose ~~using~~acquisition ~~these~~company ~~funds~~complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company submitted a request for ~~paying~~a ~~existing~~hearing ~~accounts~~to ~~payable~~the Panel on June 24, ~~identifying~~2024, ~~and~~which ~~evaluating~~resulted ~~prospective~~in ~~initial~~a ~~Business~~temporary ~~Combination~~stay ~~candidates,~~of ~~performing~~the ~~due~~delisting ~~diligence~~action. The Panel convened to review the Company’s appeal on ~~prospective~~July ~~target~~25, ~~businesses~~2024. Following the hearing, ~~paying~~Nasdaq notified the Company that, despite the Company’s request for ~~travel~~additional ~~expenditures~~time, ~~selecting~~the delisting of the ~~target~~Company’s ~~business~~securities towould ~~merge~~proceed. On October 15, 2024, Nasdaq filed Form 25 with the Securities and Exchange Commission to formally remove the Company’s securities from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The delisting became effective at the opening of business on August 14, 2024. As of that date, the Company’s securities, including Class A ordinary shares, warrants, and units, were no longer listed or ~~acquire~~registered on Nasdaq. The Company’s public warrants remain outstanding, and ~~structuring~~the Company is currently evaluating alternative options, ~~negotiating~~including over-the-counter (OTC) trading and ~~consummating~~potential future re-listing on the ~~Business~~exchanges, ~~Combination~~in order to maximize shareholder value. (See Note 9 to the notes to the unaudited condensed financial statements for further information regarding this delisting and its impact on the Company's operations).

InOn ~~connection~~December ~~with~~23, ~~our~~2024, ~~assessment~~the ofCompany ~~going~~held ~~concern~~an ~~considerations~~extraordinary ingeneral ~~accordance~~meeting ~~with~~of ~~FASB~~shareholders ~~ASC~~(the ~~Subtopic 205-40,~~ “~~Presentation~~December of2024 ~~Financial~~Extraordinary ~~Statements~~General ~~- Going Concern~~Meeting”,) ~~management~~to ~~has~~amend ~~determined that~~ the ~~date~~Company’s ~~for~~amended ~~mandatory~~and ~~liquidation~~restated memorandum and ~~dissolution~~articles ~~raise~~of ~~substantial~~association ~~doubt~~to ~~about~~extend ~~our~~the ~~ability~~date toby ~~continue~~which asthe aCompany ~~going~~has ~~concern~~to ~~for~~consummate a ~~period~~business ofcombination ~~time~~from ~~which~~December is31, ~~considered~~2024, to beDecember ~~one~~31, ~~year~~2025 ~~from~~ (the ~~issuance~~“December of2024 ~~these~~Extension ~~unaudited~~Amendment ~~condensed~~Proposal”) ~~financial~~or ~~statements.~~such ~~The~~earlier ~~Company~~liquidation ~~also~~and ~~demonstrates~~dissolution ~~other~~date ~~adverse~~as ~~conditions that raise substantial doubt about~~ the Company’s ~~ability~~board ~~to continue as a going concern for one year following the issuance~~ of ~~these~~directors ~~unaudited~~may ~~condensed financial statements~~approve. ~~These~~The ~~other~~shareholders ~~adverse~~approved ~~conditions~~the ~~are~~December ~~negative~~2024 ~~financial~~Extension ~~trends~~Amendment Proposal, ~~specifically working capital deficiency~~ and ~~other~~in ~~adverse~~connection ~~key~~therewith, ~~financial~~the ~~ratios.~~Company Nofiled ~~adjustments~~an ~~have~~amendment ~~been made~~ to ~~the~~its ~~carrying~~memorandum ~~amounts~~and orarticles ~~classification~~ of ~~assets~~association orwith ~~liabilities should~~ the ~~Company~~Cayman beIslands ~~required~~Registrar toof ~~liquidate after December 31, 2024, our scheduled liquidation date if we do not complete the Business Combination prior to such date~~Companies.

~~Material~~In ~~Changes~~connection with the vote to approve the December 2024 Extension Amendment Proposal, shareholders elected to redeem 437,513 Class A ordinary shares, resulting in ~~Financial~~redemption ~~Condition~~payments out of the trust account totalling $5,238,525, or approximately $11.97 per share. The redemption payments included the proportionate share of Trust Account earnings. Following these redemptions, an aggregate of 15,048 Class A ordinary shares remained issued and outstanding

AsIf ofwe ~~September~~are ~~30,~~unable ~~2024~~to ~~and~~complete a Business Combination by December 31, ~~2023~~2025, we ~~had~~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 public shares, at a per-share price, payable in cash, ~~and~~equal ~~marketable~~to ~~securities~~the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account ofand not previously released to us to pay for our income taxes (less up to $5100,~~373,413~~000 ~~and~~of ~~$21~~interest to pay dissolution expenses),~~200,364,~~ ~~respectively~~divided ~~and~~by ~~had~~the ~~Class~~number Aof ~~ordinary~~then outstanding public shares, ~~subject~~which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to ~~possible~~receive ~~redemption~~further ofliquidating ~~452~~distributions,~~561~~ ~~and~~if 1any),~~860~~ subject to applicable law,~~214~~ and (iii) as promptly as reasonably possible following such redemption, ~~respectively.~~subject ~~The~~to ~~reduction~~the approval of ~~value~~our inremaining ~~each~~shareholders and our board of ~~the~~directors, ~~account~~proceed ~~balances~~to ~~was~~commence ~~primarily~~a ~~driven~~voluntary byliquidation ~~redemption~~and ~~payments~~thereby ~~out~~a formal dissolution of ~~the~~our ~~Trust~~company, ~~Account~~subject in each case to ~~shareholders~~our asobligations ~~part~~under Cayman Islands law to provide for claims of ~~the~~creditors ~~March~~and ~~2024~~the ~~Extraordinary~~requirements ~~General~~of ~~Meeting~~other ~~disclosed~~applicable ~~above~~law.

21Liquidity, ~~Table~~Capital ofResources ~~Contents~~and Going Concern

~~Results~~As indicated in the accompanying unaudited condensed financial statements, at March 31, 2025, we had $0 in our operating bank account, and working capital deficit of ~~Operations~~$39,689. We expect to continue to incur significant costs in pursuit of our initial Business Combination plans.

Our ~~entire~~liquidity ~~activity~~needs ~~since~~prior ~~inception~~to ~~through~~the ~~September~~consummation ~~30,~~of ~~2024~~the ~~related~~Initial toPublic ~~our~~Offering ~~formation,~~were ~~Initial~~satisfied ~~Public~~through ~~Offering~~the ~~and~~proceeds of $25,000 ~~since~~from the ~~closing~~sale of ~~our~~the ~~Initial~~founder ~~Public Offering~~shares, ~~the~~and ~~search~~loans ~~for~~from ~~initial~~our ~~Business~~sponsor ~~Combination~~of ~~candidates~~$100,000. AsThe ofloan ~~September~~was ~~30,~~repaid ~~2024~~in full on August 9, $02021. ~~was~~Subsequent ~~held~~to ~~outside~~the consummation of the ~~Trust~~Initial ~~Account~~Public ~~and~~Offering, ~~was~~our ~~being~~liquidity ~~used~~has tobeen ~~fund~~satisfied through the ~~Company’s~~net ~~operating~~proceeds ~~expenses.~~received Wefrom ~~are~~the ~~not~~consummation ~~generating~~of ~~any~~the ~~operating~~Initial ~~revenues~~Public ~~until~~Offering and the ~~closing~~Private ~~and~~Placement ~~completion~~that ofwere ~~our~~not ~~initial~~placed ~~Business~~in ~~Combination~~the Trust Account.

~~For~~27 ~~the~~Table ~~three months ended September 30, 2024, we reported net income~~ of $1,859,520, primarily due to debt forgiveness of $2,000,514 and earnings on marketable securities in the Trust Account totaling $57,358, offset by $143,902 in operating and formation costs and a $54,450 decrease in the fair value of warrant liabilities.Contents

~~For~~In ~~the~~order ~~nine~~to ~~months~~finance ~~ended~~transaction ~~September~~costs 30in connection with an intended initial Business Combination, ~~2024~~our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, ~~net~~but ~~income~~are ~~was~~not $1obligated to,~~581~~ loan the Company funds as may be required. The terms of such loans have not been determined and no written agreements exist with respect to such loans. However,~~218,~~ ~~largely~~as ~~attributable~~discussed in Note 4 to $2the unaudited condensed financial statements herein,~~000~~ as of August 15,~~514~~ 2024, in ~~debt~~connection ~~forgiveness~~with ~~and~~the ~~$352~~sale of the Sponsor’s interest to the New Sponsor,~~826~~ inthe ~~Trust~~Company’s ~~Account~~outstanding ~~earnings~~liabilities, ~~offset~~amounting byto $~~717~~1,~~672~~050,795, inconsisting of operating and formation costs, ~~and~~were atransferred ~~$54~~to the Original Sponsor. Following this transaction,~~450~~ ~~reduction~~the inCompany ~~warrant~~had no outstanding liabilities to the former Sponsor as of March 31, 2025, with all such debts effectively settled upon transfer. The new Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.

~~Comparatively~~Based on the foregoing, ~~for~~management believes that we may not have sufficient working capital to meet our needs through the ~~three~~consummation ~~months~~of ~~ended~~a ~~September~~Business ~~30,~~Combination. ~~2023~~Over this time period, we ~~recorded~~will ~~net~~be ~~income~~using ofthese ~~$89,006,~~funds ~~driven~~for bypaying ~~$264~~existing accounts payable,~~748~~ inidentifying ~~Trust~~and ~~Account~~evaluating ~~earnings~~prospective ~~and~~initial aBusiness ~~$49~~Combination candidates,~~500~~ ~~gain~~performing ~~from~~due ~~changes~~diligence inon ~~warrant~~prospective ~~liabilities~~target businesses, ~~partially~~paying ~~offset~~for bytravel ~~$225~~expenditures,~~242~~ inselecting ~~operating~~the target business to merge with or acquire, and ~~formation~~structuring, ~~costs~~negotiating and consummating the Business Combination.

~~For~~In ~~the~~connection ~~nine~~with ~~months~~our ~~ended~~assessment ~~September~~of 30going concern considerations in accordance with FASB ASC Subtopic 205-40, ~~2023~~“Presentation of Financial Statements - Going Concern”, wemanagement ~~experienced~~has determined that the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a ~~net~~going ~~loss~~concern for a period of ~~$1,676,565,~~time ~~primarily~~which ~~due~~is considered to ~~$1,456,270~~be inone ~~operating~~year ~~and~~from ~~formation~~the ~~costs~~issuance ~~and~~of these unaudited condensed financial statements. The Company also demonstrates other adverse conditions that raise substantial doubt about the Company’s ability to continue as a ~~$950~~going concern for one year following the issuance of these unaudited condensed financial statements. These other adverse conditions are negative financial trends,~~944~~ ~~loss~~specifically ~~from~~working ~~changes~~capital indeficiency ~~warrant~~and other adverse key financial ratios. No adjustments have been made to the carrying amounts or classification of assets or liabilities, ~~partially~~should ~~offset~~the byCompany ~~$730~~be required to liquidate after December 31,~~649~~ in2025, ~~Trust~~our ~~Account~~scheduled ~~earnings~~liquidation date if we do not complete the Business Combination prior to such date.

~~Related~~Material ~~Party~~Changes ~~Transactions~~in Financial Condition

~~Founder~~As ~~Shares~~of March 31, 2025 and December 31, 2024, we had cash and marketable securities held in Trust Account of $183,749 and $182,240, respectively and had Class A ordinary shares subject to possible redemption of 15,048 respectively.

OnResults ~~February 18, 2021, our sponsor paid $25,000, or approximately $0.005 per share, to cover offering costs in consideration~~ of 5,031,250 Class B ordinary shares, par value $0.0001. In March 2021, our sponsor transferred 50,000 Class B ordinary shares to each of our independent directors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of the Initial Public Offering. Up to 656,250 of the Class B ordinary shares outstanding were subject to forfeiture by our sponsor to the extent that the underwriters’ over-allotment in connection with the Initial Public Offering was not exercised in full or in part. As a result of the underwriters’ election to partially exercise their over-allotment option, the sponsor forfeited 406,250 Class B ordinary shares for no consideration, resulting in an aggregate of 4,625,000 Class B ordinary shares outstanding as of December 31, 2022.Operations

OnOur ~~March~~entire ~~10,~~activity ~~2023,~~since ~~pursuant~~inception tothrough ~~the~~March ~~terms of the amended and restated memorandum and articles of association of the Company~~31, ~~the~~2025 ~~sponsor~~related ~~elected~~ to ~~convert~~our ~~its 4~~formation,~~475,000~~ ~~shares~~Initial ofPublic ~~Class~~Offering Band, ~~ordinary~~since ~~shares~~the onclosing ~~a one-for-one basis into Class A ordinary shares~~ of ~~the~~our ~~Company,~~Initial ~~with~~Public ~~immediate effect. In connection with the conversion~~Offering, the ~~Sponsor~~search ~~has~~for ~~agreed~~initial toBusiness ~~certain~~Combination ~~transfer~~candidates. ~~restrictions,~~As ~~a waiver~~ of ~~redemption~~December ~~rights~~31, a2025, ~~waiver~~$0 ofwas ~~any~~held ~~right~~outside ~~to receive funds from~~ the Trust Account and ~~the~~was ~~obligation~~being used to ~~vote~~fund inthe ~~favor~~Company’s ofoperating ~~an initial business combination~~expenses. ~~The~~We ~~founder~~are ~~shares (including the Class A ordinary shares issuable upon exercise thereof) may~~ not, ~~subject~~generating toany ~~certain~~operating ~~limited~~revenues ~~exceptions,~~until bethe ~~transferred,~~closing ~~assigned~~and orcompletion ~~sold~~of byour ~~the~~initial ~~holder~~Business Combination.

~~The~~For ~~Sponsor~~the ~~has~~three ~~agreed,~~months ~~subject~~ended toMarch ~~limited exceptions~~31, ~~not to transfer~~2025, ~~assign~~net orincome ~~sell~~was ~~any~~$117,665 oflargely ~~their~~attributable ~~founder shares or Class A ordinary shares received upon conversion thereof until the earlier~~ to ~~occur~~reduction ~~of:~~in ~~(A)~~warrant ~~one~~liabilities. ~~year~~Comparatively, ~~after~~For the ~~completion~~three ofmonths ~~the~~ended ~~initial~~March ~~Business~~31, ~~Combination or (B) subsequent to the initial Business Combination~~2024, ~~(x)~~we ifhad ~~the~~a ~~last~~net ~~sale~~loss ~~price~~ of ~~the Class A ordinary shares equals or exceeds~~ $~~12.00 per share (as adjusted for share splits~~347, ~~share dividends~~750, ~~reorganizations,~~primarily ~~recapitalizations~~due ~~and~~to ~~the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination~~$419,747 orin ~~(y)~~operating ~~the~~and ~~date~~formation oncosts ~~which~~and ~~we complete~~ a ~~liquidation~~$166,741 ~~merger,~~loss ~~share~~from ~~exchange~~changes ~~or other similar transaction that results~~ in ~~all~~warrant ofliabilities, ~~our~~partially ~~shareholders~~offset ~~having~~by ~~the right to exchange their ordinary shares for cash~~$238,738 ~~securities~~in orTrust ~~other~~Account ~~property~~earnings.

~~The~~28 ~~founder~~Table shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial shareholders, and officers and directors. The sponsor has the right to transfer its ownership in the founder shares at any time, and to any transferee, to the extent that the sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares. Prior to the closing of the Initial Public Offering, our sponsor transferred 150,000 founder shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of founder shares to these directors is within the scope of FASB ASC Topic 718, “Compensation- Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to the founder shares is recognized only when the performance condition (i.e., the remediation of the lock-up provision) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date the lock-up provisions have been remediated, or are probable to be remediated, in an amount equal to the number of founder shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of the founder shares. As of September 30, 2024, the Company has not yet entered into any definitive agreements in connection with any business combination and as such, the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there is a possibility that a business combination might not happen, no stock-based compensation expense should be recognized through September 30, 2024.Contents

22Related ~~Table~~Party ~~of Contents~~Transactions

On August 15, 2024, Corner Growth Acquisition Corp. 2 (the “Company”), CGA Sponsor 2, LLC (the “Original Sponsor”), and Connor Square, LLC (the “New Sponsor”) entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred an aggregate of 2,685,000 Class A Ordinary Shares of the Company to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated June 16, 2021 (“Letter Agreement”), and that certain Registration Rights Agreement, dated June 16, 2021 (“Registration Rights Agreement”), both originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor, and certain equity holders of the Company; and (c) the Original Sponsor and holders of Class B Founder Shares ~~granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf.~~

~~Working~~On ~~Capital~~February ~~Loans~~18, 2021, our sponsor paid $25,000, or approximately $0.005 per share, to cover offering costs in consideration of 5,031,250 Class B ordinary shares, par value $0.0001. In March 2021, our sponsor transferred 50,000 Class B ordinary shares to each of our independent directors. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of the Initial Public Offering. Up to 656,250 of the Class B ordinary shares outstanding were subject to forfeiture by our sponsor to the extent that the underwriters’ over-allotment in connection with the Initial Public Offering was not exercised in full or in part. As a result of the underwriters’ election to partially exercise their over-allotment option, the sponsor forfeited 406,250 Class B ordinary shares for no consideration, resulting in an aggregate of 4,625,000 Class B ordinary shares outstanding as of December 31, 2022.

InOn ~~order~~March to10, ~~finance~~2023, ~~transaction~~pursuant ~~costs~~to inthe ~~connection~~terms ~~with~~of athe ~~Business~~amended ~~Combination,~~and ~~our~~restated ~~sponsor~~memorandum orand anarticles ~~affiliate~~ of ~~our~~association ~~sponsor, or certain~~ of ~~our~~the ~~officers and directors may~~Company, ~~but~~the ~~are~~sponsor ~~not~~elected ~~obligated~~ to, ~~loan~~convert usits ~~funds~~4,475,000 asshares ~~may~~of beClass ~~required~~B ~~(“Working~~ordinary ~~Capital~~shares ~~Loans”).~~on ~~If we complete~~ a ~~Business~~one-for-one ~~Combination,~~basis weinto ~~would~~Class ~~repay~~A ~~the~~ordinary ~~Working~~shares ~~Capital Loans out~~ of the ~~proceeds~~Company, ofwith ~~the~~immediate ~~Trust~~effect. ~~Account~~In ~~released~~connection towith ~~us.~~the ~~Otherwise~~conversion, the ~~Working~~Sponsor ~~Capital~~has ~~Loans~~agreed ~~would~~to becertain ~~repaid~~transfer ~~only~~restrictions, ~~out of funds held outside the Trust Account. In the event that~~ a ~~Business~~waiver ~~Combination~~of isredemption ~~not completed~~rights, ~~we may use~~ a ~~portion~~waiver of ~~the~~any ~~proceeds~~right ~~held outside the Trust Account~~ to ~~repay~~receive ~~the~~funds ~~Working~~from ~~Capital Loans but no proceeds held in~~ the Trust Account ~~would~~and bethe ~~used~~obligation to ~~repay~~vote ~~the~~in ~~Working~~favor ~~Capital Loans. Except for the foregoing, the terms~~ of ~~such~~an ~~Working~~initial ~~Capital~~business ~~Loans, if any, have not been determined and no written agreements exist with respect to such loans~~combination. The ~~Working~~founder ~~Capital~~shares ~~Loans~~(including ~~would either be repaid upon consummation of a Business Combination, without interest, or, at~~ the ~~lender’s~~Class ~~discretion,~~A upordinary toshares ~~$1,500,000~~issuable ofupon ~~such~~exercise ~~Working~~thereof) ~~Capital Loans~~ may benot, ~~convertible~~subject ~~into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical~~ to ~~the~~certain ~~private~~limited ~~placement warrants. As of September 30~~exceptions, ~~2024,~~be ~~and through the filing date of this Form 10-Q~~transferred, ~~there~~assigned ~~were~~or nosold ~~outstanding~~by ~~Working~~the ~~Capital Loans under this arrangement~~holder.

~~Administrative~~The ~~Services~~Sponsor ~~Agreement~~has agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares or Class A ordinary shares received upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

WeThe ~~agreed,~~founder ~~commencing~~shares onare ~~the~~subject ~~effective~~to ~~date~~transfer ofrestrictions pursuant to lock-up provisions in a letter agreement with the ~~Initial~~Company ~~Public~~entered ~~Offering~~into by the initial shareholders, toand ~~pay~~officers ~~our~~and directors. The sponsor ahas ~~total~~the ofright ~~(A)~~to ~~$40,000~~transfer ~~per~~its ~~month~~ownership ~~and~~in ~~continuing~~the ~~monthly~~founder ~~until~~shares ~~December~~at 31any time, ~~2024~~ and ~~(B)~~to onany ~~December~~transferee, 31to the extent that the sponsor determines, ~~2024~~in good faith, anthat ~~amount~~such ~~equal~~transfer is necessary to ~~$480,000~~ensure ~~less~~that it and/or any ~~amounts~~of ~~previously~~its ~~paid~~parents, bysubsidiaries ~~the~~or ~~Company~~affiliates ~~for~~are ~~office~~in ~~space,~~compliance ~~utilities~~with ~~and~~the ~~secretarial~~Investment ~~and~~Company ~~administrative~~Act ~~support~~of ~~services~~1940. ~~provided~~Any permitted transferees will be subject to the ~~members~~same restrictions and other agreements of the ~~Company’s~~initial ~~management~~shareholders ~~team~~with respect to any founder shares. AsPrior to the closing of ~~June~~the 21Initial Public Offering, ~~2022~~our sponsor transferred 150,000 ~~the~~founder ~~total~~shares ~~amount~~to our three independent directors in recognition of ~~$480,000~~and ~~was~~as ~~incurred~~compensation for their future services to the Company. ~~There~~The ~~have~~transfer ~~been~~of nofounder ~~expenses~~shares ~~incurred~~to ~~since~~these ~~June~~directors 21is within the scope of FASB ASC Topic 718, ~~2022.~~“Compensation- WeStock ~~recognized~~Compensation” $0(“ASC in718”). ~~expenses~~Under ~~incurred~~ASC in718, ~~connection~~stock-based compensation associated with ~~the~~equity-classified ~~aforementioned~~awards ~~arrangements~~is ~~with~~measured at fair value upon the grant date. Compensation expense related ~~parties~~to onthe ~~our~~founder ~~condensed~~shares ~~statements~~is recognized only when the performance condition (i.e., the remediation of ~~operations~~the ~~for~~lock-up ~~each~~provision) is probable of achievement under the ~~three~~applicable ~~and~~accounting ~~nine~~literature. ~~months~~Stock-based ~~ended~~compensation ~~September~~would ~~30,~~be ~~2024~~recognized ~~and~~at ~~2023~~the date the lock-up provisions have been remediated, ~~which~~or isare ~~included~~probable to be remediated, in ~~operating~~an ~~and~~amount ~~formation~~equal ~~costs~~to onthe number of founder shares times the ~~condensed~~grant ~~statements~~date fair value per share (unless subsequently modified) less the amount initially received for the transfer of ~~operations~~the founder shares. As of ~~September~~March 3031, ~~2024~~2025, the Company has not yet entered into any definitive agreements in connection with any business combination and ~~December~~as 31such, ~~2023~~the lock-up provisions have not been remediated and are not probable to be remediated. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that, taking into account that there ~~were~~is a possibility that a business combination might not happen, no ~~fees~~stock-based ~~outstanding~~compensation ~~for~~expense ~~these~~should ~~services~~be recognized through March 31, 2025.

~~Operating~~29 ~~and~~Table ~~Formation~~of ~~Costs~~Contents

~~Through~~On ~~September~~August 3015, 2024, Corner Growth Acquisition Corp. 2 (the “Company”), CGA Sponsor 2, LLC (the “Original Sponsor”), and ~~affiliates~~Connor ofSquare, LLC (the “New Sponsor”) ~~paid~~entered ~~operating~~into ~~and~~a ~~formation~~share ~~costs~~purchase ~~totaling~~agreement $1(the “Purchase Agreement”). Pursuant to the Purchase Agreement,~~693~~ among other things: (a) the Original Sponsor transferred an aggregate of 2,~~799~~685,000 onClass ~~behalf~~A Ordinary Shares of the Company to the New Sponsor; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, ofdated ~~which~~June $116,~~065~~ 2021 (“Letter Agreement”),~~496~~ ~~was~~and ~~paid~~that ascertain ofRegistration ~~December~~Rights 31Agreement, ~~2023~~dated June 16, ~~and~~2021 an(“Registration ~~additional~~Rights ~~$628~~Agreement”),~~303~~ ~~was~~both ~~paid~~originally ~~during~~entered into in connection with the ~~nine~~Company’s ~~months~~initial ~~ended~~public ~~September~~offering 30(“IPO”), ~~2024.~~among ~~These~~the ~~amounts~~Company, ~~were~~the ~~included~~Original inSponsor, ~~“Due~~and tocertain ~~Related~~equity ~~Party”~~holders onof the ~~condensed~~Company; ~~balance~~and ~~sheets~~(c) asthe Original Sponsor and holders of ~~December~~Class ~~31,~~B ~~2023,~~Founder Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and ~~September~~to ~~30,~~take ~~2024~~certain other actions on their behalf.

~~However,~~Working inCapital connection with the change of Sponsor pursuant to the Purchase Agreement dated August 15, 2024, all outstanding liabilities due to the Original Sponsor were written down. As a result, no amounts remain payable to the Original Sponsor as of September 30, 2024.Loans

~~Contractual~~In ~~Obligations~~order to finance transaction costs in connection with a Business Combination, our sponsor or an affiliate of our sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, we may use a portion of the 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. As of March 31, 2025, and through the filing date of this Form 10-Q, there were no outstanding Working Capital Loans under this arrangement.

~~Registration~~Administrative ~~Rights~~Services Agreement

~~The~~We ~~holders~~agreed, commencing on the effective date of ~~founder~~the ~~shares~~Initial Public Offering, ~~private~~to ~~placement~~pay ~~warrants~~our ~~and~~sponsor ~~warrants~~a ~~that~~total ~~may~~of be(A) ~~issued~~$40,000 ~~upon~~per ~~conversion~~month ofand ~~Working~~continuing ~~Capital~~monthly ~~Loans,~~until ifDecember ~~any~~31, ~~are~~2024 ~~entitled~~and to(B) ~~registration~~on ~~rights~~December ~~(in~~31, ~~the~~2024, ~~case~~an ofamount ~~the~~equal ~~founder~~to ~~shares~~$480,000 ~~only~~less ~~after~~any ~~conversion~~amounts ofpreviously ~~such~~paid ~~shares~~by ~~into~~the ~~Class~~Company Afor ~~ordinary~~office ~~shares)~~space, ~~pursuant~~utilities toand asecretarial ~~registration~~ and ~~shareholder~~administrative ~~rights~~support ~~agreement~~services ~~entered~~provided ~~into~~to ~~upon~~the ~~consummation~~members of the ~~Initial~~Company’s ~~Public~~management ~~Offering~~team. ~~These~~As ~~holders~~of ~~are~~June ~~entitled~~21, to2022, ~~certain~~the ~~demand~~total ~~and~~amount ~~“piggyback”~~of ~~registration~~$480,000 ~~and~~was ~~shareholder rights~~incurred. ~~However,~~There ~~the~~have ~~registration~~been ~~and~~no ~~shareholder~~expenses ~~rights~~incurred ~~agreement~~since ~~provides~~June ~~that~~21, we2022. ~~may~~We ~~not~~recognized ~~permit~~$0 ~~any~~in ~~registration~~expenses ~~statement~~incurred ~~filed~~in ~~under~~connection with the ~~Securities~~aforementioned ~~Act~~arrangements towith ~~become~~the ~~effective~~related ~~until~~parties ~~the~~in ~~termination~~our statements of ~~the~~operations ~~applicable~~for ~~lock-up~~three ~~period~~months ~~for~~ended ~~the~~March ~~securities~~31, to2025 beand ~~registered.~~2024, Wewhich ~~will~~is ~~bear~~included ~~the~~in ~~expenses~~operating ~~incurred~~and information ~~connection~~costs ~~with~~on the ~~filing~~statements of ~~any~~operations. ~~such~~As ~~registration~~of ~~statements~~March 31, 2025 and December 31, 2024, there were no fees outstanding for these services.

~~Underwriting~~Operating ~~Agreement~~and Formation Costs

~~The~~Through ~~underwriters~~March ~~were~~31, ~~entitled~~2025, tothe ~~underwriting~~Original ~~discounts~~Sponsor ofand ~~$0.20~~affiliates ~~per~~of ~~Unit~~the ~~sold~~Sponsor inpaid ~~the~~operating ~~Initial~~and ~~Public~~formation ~~Offering,~~costs ortotaling $31,~~700~~693,~~000~~799 inon ~~the~~behalf ~~aggregate, paid upon the closing~~ of the ~~Initial~~Company, ~~Public~~however, ~~Offering.~~in Anconnection ~~additional~~with ~~fee~~the change of ~~$0.35~~Sponsor ~~per~~pursuant ~~Unit~~to ~~sold~~the inPurchase ~~the~~Agreement ~~Initial~~dated ~~Public~~August ~~Offering~~15, ~~or $6~~2024,~~475,000~~ inall ~~the~~outstanding ~~aggregate~~liabilities ~~will~~due ~~be payable~~ to the ~~underwriters~~Original ~~for~~Sponsor ~~deferred~~were ~~underwriting~~written ~~commissions~~down. ~~The~~As ~~deferred~~a ~~underwriting~~result, ~~commissions~~no ~~will~~amounts ~~become~~remain payable to the ~~underwriters~~Original ~~from~~Sponsor ~~the~~as ~~amounts~~of ~~held~~March ~~in the Trust Account solely in the event that we complete a Business Combination~~31, ~~subject to the terms of the underwriting agreement~~2025.

~~However,~~Subsequent ~~pursuant~~ to the ~~Purchase~~change ~~Agreement~~in ~~dated August 15, 2024, the Company, the Original~~ Sponsor, the New Sponsor, and ~~Cantor~~its ~~Fitzgerald~~affiliate &paid ~~Co.~~$30,219 ~~the~~as ~~underwriter~~of ~~from~~March ~~the IPO~~31,2025 ~~entered~~and ~~into~~$25,813 anas ~~agreement under which Cantor agreed to accept a certain number~~ of ~~shares~~December of31, ~~the~~2024 ~~Company~~on inbehalf ~~lieu~~ of the ~~cash deferred commissions owed. As a result~~Company, ~~the~~which ~~previously~~remained ~~accrued~~outstanding ~~deferred fee liability has been removed,~~ and ~~the~~is ~~corresponding~~included ~~balance~~in ~~was~~“Due ~~written off~~ to ~~retained~~Related ~~earnings~~Party” as of ~~September~~March 3031, ~~2024~~2025.

~~Critical~~30 ~~Accounting~~Table ~~Policies~~of Contents

~~Our~~Contractual management’s discussion and analysis of our financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.Obligations

23Registration ~~Table of Contents~~Rights

~~Our~~The ~~significant~~holders ~~accounting~~of ~~policies~~founder ~~are~~shares, ~~fully~~private ~~described~~placement inwarrants ~~Note~~and 2warrants tothat ~~our~~may ~~unaudited~~be ~~condensed~~issued ~~financial~~upon ~~statements~~conversion ~~appearing~~of ~~elsewhere~~Working inCapital ~~this~~Loans, ~~Quarterly~~if ~~Report~~any, ~~and~~are inentitled ~~Note~~to 2registration rights (in ~~our~~the ~~Annual~~case ~~Report~~of onthe ~~Form~~founder ~~10-K~~shares, ~~for~~only ~~the~~after ~~year~~conversion ~~ended~~of ~~December~~such ~~31,~~shares ~~2023,~~into ~~filed~~Class ~~with~~A ~~the~~ordinary ~~SEC~~shares) onpursuant ~~April~~to 1,a ~~2024.~~registration Weand ~~believe~~shareholder ~~those~~rights ~~accounting~~agreement ~~policies~~entered into upon consummation of the Initial Public Offering. These holders are ~~critical~~entitled to ~~the~~certain ~~process~~demand ofand ~~making~~“piggyback” ~~significant~~registration ~~judgments~~and shareholder rights. However, the registration and ~~estimates~~shareholder inrights agreement provides that we may not permit any registration statement filed under the ~~preparation~~Securities Act to become effective until the termination of ~~these~~the ~~financial~~applicable ~~statements~~lock-up period for the securities to be registered. ~~There~~We ~~have~~will ~~been~~bear nothe ~~changes~~expenses toincurred ~~our~~in ~~critical~~connection ~~accounting~~with ~~policies~~the ~~from~~filing ~~our~~of ~~Form~~any ~~10-K~~such registration statements.

~~Recent~~Underwriting ~~Accounting Pronouncements~~Agreement

InThe ~~June~~underwriters ~~2016,~~were ~~FASB~~entitled ~~issued~~to ~~ASU~~underwriting ~~2016-13,~~discounts ~~Measurement~~ of ~~Credit~~$0.20 ~~Losses~~per onUnit ~~Financial~~sold ~~Instruments~~in ~~(“ASU~~the ~~2016-13”).~~Initial ~~ASU~~Public ~~2016-13~~Offering, ~~changes~~or ~~the~~$3,700,000 ~~way~~in ~~entities~~the ~~measure~~aggregate, ~~credit~~paid ~~losses~~upon ~~for~~the ~~most~~closing ~~financial~~of ~~assets~~the ~~and~~Initial ~~certain~~Public ~~other~~Offering. ~~instruments~~An ~~that~~additional ~~are~~fee ~~not~~of ~~measured~~$0.35 atper ~~fair~~Unit ~~value~~sold ~~through~~in ~~net~~the ~~income.~~Initial ~~For~~Public ~~emerging~~Offering, ~~growth~~or ~~companies~~$6,475,000 in the ~~new~~aggregate ~~guidance~~will isbe ~~effective~~payable ~~for~~to ~~annual~~the ~~periods~~underwriters ~~beginning~~for ~~after~~deferred ~~January~~underwriting ~~1, 2023~~commissions. The ~~Company~~deferred ~~adopted~~underwriting ~~ASU~~commissions ~~2016-13~~will asbecome ofpayable ~~January~~to 1,the ~~2023,~~underwriters ~~with~~from nothe ~~material~~amounts ~~impact~~held in the Trust Account solely in the event that we complete a Business Combination, subject to ~~its~~the ~~condensed~~terms ~~financial~~of ~~statements~~the underwriting agreement.

~~Our~~However, ~~management~~pursuant ~~does~~to ~~not~~the ~~believe~~Purchase ~~that~~Agreement ~~any~~dated ~~other~~August ~~recently~~15, ~~issued~~2024, ~~but~~the ~~not~~Company, ~~yet~~the ~~effective~~Original Sponsor, ~~accounting~~the ~~standards~~New ifSponsor, ~~currently~~and ~~adopted~~Cantor ~~would~~Fitzgerald ~~have~~& Co., the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a ~~material~~certain ~~effect~~number onof shares of the ~~accompanying~~Company ~~unaudited~~in ~~condensed~~lieu ~~financial~~of ~~statements~~the cash deferred commissions owed. As a result, the previously accrued deferred fee liability has been removed, and the corresponding balance was written off to retained earnings as of December 31, 2024.

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies

~~For~~Class ~~the~~A ~~three~~Ordinary ~~and~~Shares ~~six~~subject ~~months~~to ~~ended~~possible ~~September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.~~redemption

~~JOBS~~We ~~Act~~account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2025 15,048 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.

OnImmediately ~~April~~upon ~~5, 2012,~~ the ~~JOBS~~closing ~~Act~~of ~~was~~the ~~signed~~Initial ~~into~~Public ~~law. The JOBS Act contains provisions that~~Offering, ~~among~~we ~~other~~recognized ~~things,~~the ~~relax~~accretion ~~certain~~from ~~reporting~~initial ~~requirements~~carrying ~~for~~value ~~qualifying~~to ~~public~~redemption ~~companies~~amount. WeThe ~~qualify~~change asin ~~an “emerging growth company” and under~~ the ~~JOBS~~carrying ~~Act~~value ~~are~~of ~~allowed~~redeemable toshares ~~comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption~~ of ~~new~~Class orA ~~revised~~ordinary ~~accounting~~shares ~~standards,~~resulted ~~and~~in ascharges aagainst ~~result,~~additional ~~we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non~~paid-~~emerging~~in ~~growth~~capital ~~companies.~~and Asaccumulated ~~such, our financial statements may not be comparable to companies that comply with public company effective dates~~deficit.

~~Additionally,~~Warrant we are 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, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Liabilities

~~Item~~The 3Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. ~~Quantitative~~The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and ~~Qualitative~~whether ~~Disclosures~~the ~~About~~warrants ~~Market~~meet ~~Risk~~all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

WeFor issued or modified warrants that meet all of the criteria for equity classification, the warrants are arequired ~~smaller~~to ~~reporting~~be ~~company~~recorded as ~~defined~~a bycomponent ~~Rule~~of ~~12b~~additional paid-2in ofcapital at the ~~Exchange~~time ~~Act~~of ~~and~~issuance. ~~are~~For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to ~~provide~~be recorded at their initial fair value on the ~~information~~date ~~otherwise~~of ~~required~~issuance, ~~under~~and ~~this~~each ~~item~~balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

~~Item~~31 4.Table ~~Controls~~of ~~and Procedures Disclosure Controls and Procedures~~Contents

~~Disclosure~~Recent ~~controls~~Accounting 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 company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.Pronouncements

~~Evaluation~~In June 2016, FASB issued ASU 2016-13, Measurement of ~~Disclosure~~Credit ~~Controls~~Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and ~~Procedures~~certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its financial statements because the Company does not have financial assets within the scope of ASU 2016-13.

~~Our~~In ~~management~~November ~~evaluated~~2023, ~~with~~ the ~~participation~~FASB ofissued ~~our~~ASU ~~principal~~No. ~~executive~~2023-07, ~~officer~~Segment ~~and~~Reporting ~~principal financial and accounting officer~~ (~~our~~Topic ~~“Certifying Officers”~~280),: ~~the~~Improvements ~~effectiveness~~to ofReportable ~~our~~Segment ~~disclosure controls and procedures as of September 30~~Disclosures, ~~2024,~~which ~~pursuant~~requires ~~to Rule 13a-15(b) under~~ the ~~Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2024, our~~ disclosure ~~controls and procedures were not effective, because~~ of aadditional ~~material~~segment ~~weakness~~information. inASU ~~our internal control over financial reporting~~No. A2023-07 ~~material weakness~~ is aeffective ~~deficiency,~~for orfiscal ayears ~~combination~~beginning ofafter ~~deficiencies~~December 15, ~~in internal control over financial reporting~~2023, ~~such~~and ~~that there is a reasonable possibility that a material misstatement of the company’s annual or~~ interim ~~financial~~periods ~~statements~~within ~~will~~fiscal ~~not~~years bebeginning ~~prevented~~after orDecember ~~detected~~15, ~~on a timely basis~~2024. ~~Specifically,~~The ~~the~~ Company’s ~~management~~adopted ~~has~~this ~~concluded~~guidance ~~that~~as ~~the~~of ~~controls~~December ~~around~~31, ~~the interpretation and accounting for certain complex financial instruments were not effectively designed or maintained~~2024.

WeIn doDecember ~~not~~2023, ~~expect~~the ~~that~~FASB ~~our~~issued ~~disclosure~~Accounting ~~controls~~Standards ~~and~~Update ~~procedures~~2023-09, ~~will~~“Income ~~prevent~~Taxes ~~all~~(Topic ~~errors~~740): ~~and~~Improvements ~~all~~to ~~instances~~Income ofTax ~~fraud.~~ Disclosure” ~~controls~~(“ASU ~~and~~2023-09”). ~~procedures,~~ASU no2023-09 ~~matter~~mostly ~~how well conceived and operated~~requires, ~~can~~on ~~provide~~an ~~only~~annual ~~reasonable~~basis, ~~not~~disclosure ~~absolute, assurance that the objectives~~ of ~~the~~specific ~~disclosure~~categories ~~controls~~in ~~and~~an ~~procedures~~entity’s ~~are~~effective ~~met.~~tax ~~Further,~~rate ~~the~~reconciliation ~~design of disclosure controls~~ and ~~procedures~~income ~~must~~taxes ~~reflect~~paid ~~the~~disaggregated ~~fact~~by ~~that~~jurisdiction. ~~there~~The ~~are~~incremental ~~resource~~disclosures ~~constraints,~~may ~~and~~be ~~the~~presented ~~benefits~~on ~~must~~a beprospective ~~considered~~or ~~relative~~retrospective ~~to their costs~~basis. ~~Because~~The ofASU ~~the~~is ~~inherent~~effective ~~limitations~~for infiscal ~~all~~years ~~disclosure~~beginning ~~controls~~after ~~and~~December ~~procedures~~15, no2024 ~~evaluation~~with ofearly ~~disclosure~~adoption ~~controls~~permitted. ~~and~~The ~~procedures~~Company ~~can~~is ~~provide~~currently ~~absolute~~evaluating ~~assurance~~the ~~that~~impact weof ~~have~~adopting ~~detected~~ASU ~~all~~2023-09 ~~our~~on ~~control~~its ~~deficiencies~~financial ~~and instances of fraud, if any~~statements. ~~The~~As ~~design~~a ofBritish ~~disclosure~~Virgin ~~controls~~Islands ~~and~~entity, ~~procedures~~the ~~also~~Company is ~~based~~not ~~partly~~subject onto ~~certain~~income ~~assumptions~~taxes, ~~about~~as ~~the likelihood of future events~~such, ~~and~~the ~~there~~Company ~~can~~does benot noexpect ~~assurance that~~ any ~~design~~impact ~~will~~of ~~succeed~~adopting inASU ~~achieving~~2023-09 on its ~~stated~~financial ~~goals under all potential future conditions~~statements.

~~Changes~~The inCompany’s ~~Internal~~management ~~Control~~does ~~over~~not ~~Financial~~believe ~~Reporting~~that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

~~There was no change in our internal control over financial reporting (as defined in Rules 13a~~Off-~~15(f)~~Balance ~~and~~Sheet 15d- 15(f) under the Exchange Act) that occurred during the fiscal quarter of 2024 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Arrangements

24As ~~Table~~of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of ~~Contents~~Regulation S-K and did not have any commitments or contractual obligations.

~~PART~~JOBS ~~II - OTHER INFORMATION~~Act

~~ITEM~~On 1April 5, 2012, the JOBS Act was signed into law. ~~LEGAL~~The ~~PROCEEDINGS~~JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

~~None~~Additionally, we are 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, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~ITEM~~32 ~~1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

~~In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider our risk factors from those disclosed under “~~Item ~~1A.~~3 ~~Risk~~– ~~Factors”~~Quantitative ~~included in our Annual Report on Form 10-K for the year ended December 31, 2023. Additional risks~~ and ~~uncertainties~~Qualitative ~~not~~Disclosures ~~currently~~About ~~known~~Market ~~to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.~~Risk

AsWe ofare ~~the~~a ~~date~~smaller ofreporting ~~this~~company ~~report,~~as ~~there~~defined ~~have~~by ~~been~~Rule no12b-2 ~~material~~of ~~changes~~the toExchange ~~the~~Act ~~risk~~and ~~factors~~are ~~disclosed~~not inrequired ~~the~~to ~~aforementioned~~provide ~~Form~~the ~~10-K,~~information ~~except~~otherwise asrequired ~~described~~under ~~below~~this item.

~~Nasdaq~~Item ~~may~~4 ~~delist~~– ~~our~~Controls ~~securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities~~ and ~~subject us to additional trading restrictions.~~Procedures

~~Our~~Evaluation ~~units are currently listed on the Nasdaq and our Class A ordinary shares and warrants may also be listed following their date~~ of ~~separation.~~Disclosure ~~Although~~Controls after giving effect to our Initial Public Offering we meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $2,500,000), a minimum number of publicly traded securities (500,000) and a minimum number of holders of our securities (generally 300 public holders).Procedures

~~Additionally,~~Disclosure incontrols ~~connection~~and ~~with~~procedures ~~our~~are ~~initial~~controls ~~business~~and ~~combination,~~other weprocedures ~~will~~that beare ~~required~~designed to ~~demonstrate~~ensure ~~compliance~~that ~~with~~information ~~the~~required ~~Nasdaq~~to ~~initial~~be ~~listing~~disclosed ~~requirements,~~in ~~which~~our ~~are~~reports ~~more~~filed ~~rigorous~~or ~~than~~submitted under the ~~Nasdaq~~Exchange ~~continued~~Act ~~listing~~is ~~requirements~~recorded, inprocessed, ~~order~~summarized toand ~~continue~~reported towithin ~~maintain~~ the ~~listing~~time ofperiods ~~our~~specified ~~securities~~in on the ~~Nasdaq.~~SEC’s ~~For~~rules ~~instance,~~and ~~our~~forms. ~~share~~Disclosure ~~price~~controls ~~would~~and ~~generally~~procedures beinclude, ~~required~~without tolimitation, becontrols atand ~~least~~procedures ~~$4.00~~designed ~~per~~to ~~share,~~ensure ~~our~~that ~~shareholders’~~information ~~equity would generally be~~ required to be atdisclosed ~~least~~in ~~$5.0~~our ~~million~~reports ~~and~~filed weor ~~would~~submitted beunder ~~required~~the toExchange ~~have~~Act ais ~~minimum~~accumulated ofand ~~300~~communicated ~~round~~to ~~lot~~our ~~holders~~management, ofincluding our ~~securities.~~Chief WeExecutive ~~cannot~~Officer ~~assure~~and ~~you~~Chief ~~that~~Executive weOfficer, ~~will be able~~ to ~~meet~~allow ~~those~~timely ~~listing~~decisions ~~requirements~~regarding atrequired ~~that time~~disclosure.

IfAs required by Rules 13a-15 and 15d-15 under the ~~Nasdaq~~Exchange ~~delists~~Act, ~~any~~our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our ~~securities~~disclosure ~~from~~controls ~~trading~~and onprocedures ~~its~~as ~~exchange~~of March 31, 2025. Based upon their evaluation, our Chief Executive Officer and weChief ~~are~~Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were [not] ~~able~~effective [due solely to ~~list~~the material weakness in our ~~securities~~internal oncontrol ~~another~~over ~~national~~financial ~~securities~~reporting ~~exchange~~related to the Company’s lack of qualified SEC reporting professional. As a result, we ~~expect~~performed ~~such~~additional ~~securities~~analysis ~~could~~as bedeemed ~~quoted~~necessary onto anensure ~~over-~~that our financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Form 10-~~counter~~Q ~~market~~present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented. IfManagement ~~this~~intends ~~were~~to continue implement remediation steps to ~~occur~~improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we ~~could~~intend ~~face~~to ~~significant~~expand ~~material~~and ~~adverse~~improve ~~consequences~~our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, ~~including:~~identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.]

·Changes a limited availability of market quotations for our securities; · reduced liquidity for our securities; · a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in ~~our~~Internal ~~Class~~Control Aover ~~ordinary~~Financial shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; · a limited amount of news and analyst coverage; and · a decreased ability to issue additional securities or obtain additional financing in the future.Reporting

25There ~~Table~~were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of ~~Contents~~the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The~~33 ~~National~~Table ~~Securities Markets Improvement Act~~ of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units and our Class A ordinary shares and warrants are listed on the Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.Contents

OnPart ~~December~~II 18, 2023, we received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that our securities (units, shares and warrants) would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on December 27, 2023, due to the Company’s non-~~compliance~~ ~~with~~Other ~~Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.~~Information

WeItem ~~timely~~5 ~~requested~~– aOther hearing before the Nasdaq Hearings Panel to appeal the notice. Nasdaq granted our hearing request, which hearing request stayed the suspension of trading of our securities on The Nasdaq Capital Market until the hearing process concluded and the Nasdaq Hearings Panel issued a written decision. A hearing on the matter was held on March 14, 2024.Information

OnDuring ~~March 15, 2024,~~ the ~~Nasdaq~~quarter ~~Hearings~~ended ~~Panel~~March ~~issued~~31, ~~written~~2025, ~~notice~~no ofdirector ~~its~~or ~~decision~~officer toadopted ~~grant~~or ~~tour~~terminated ~~request~~any ~~for~~(i) an“Rule ~~exception~~10b5-1 totrading ~~our listing deficiencies until June 17~~arrangement,” ~~2024~~as defined in ~~view~~Item 408(a) of ~~our~~Regulation ~~substantial~~S-K ~~steps~~intending ~~toward~~to ~~closing~~satisfy ~~our~~the ~~previously~~affirmative ~~announced~~defense ~~business~~conditions ~~combination~~of ~~and~~Rule ~~our~~10b5–1(c) ~~plan~~or ~~for~~(ii) ~~achieving~~“non-Rule ~~compliance~~10b5-1 ~~with~~trading ~~Nasdaq~~arrangement,” ~~listing~~as ~~rules~~defined ~~upon~~in ~~closing~~Item 408(c) of ~~the~~Regulation ~~transaction for listing on The Nasdaq Capital Market~~S-K.

OnItem ~~May~~6 ~~10,~~– 2024, the Company received a letter (the “Second Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Minimum Publicly Held Shares Requirement”). In accordance with Nasdaq rules, the Company has 45 days, or until June 24, 2024, to submit a plan to regain to submit a plan of compliance with the Minimum Publicly Held Shares Requirement.Exhibits

On June 17, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on June 26, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. On June 24, 2024, the Company submitted to Nasdaq a request for a hearing before the Panel to request additional time to complete a business combination, resulting in a stay of any suspension or delisting action pending the hearing. The Panel met to review the appeal on July 25, 2024 and is still considering the merits of the appeal, resulting in a stay of any suspension or delisting action while the appeal is still pending.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

~~ITEM~~* 2.Filed ~~UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~herewith

~~None~~** 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 of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~ITEM~~34 3.Table ~~DEFAULTS~~of ~~UPON SENIOR SECURITIES~~Contents

~~None.~~SIGNATURES

~~ITEM~~Pursuant 4.to ~~MINE~~the ~~SAFETY~~requirements ~~DISCLOSURES~~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.

Not applicable.

	CORNER GROWTH ACQUISITION CORP. 2

Dated: July 16, 2025	By.	/s/ Hao Tian
		Hao Tian
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

~~ITEM 5. OTHER INFORMATION~~35

During the three and nine months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

26 Table of Contents

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.SCH*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed with this Report. **Furnished with this Report, which shall not be deemed “filed” for purposes of Sec 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section.

27 Table of Contents

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	CORNER GROWTH ACQUISITION CORP. 2
Date: November 27, 2024	By	/s/ Hao Tian
		Hao Tian, Chief Executive Officer, Director and Chief Financial Officer

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