AESP 10-K & 10-Q changes, risk factors and insider trading

WeAs are a smaller reporting company as defined byunder Rule 12b-2 of the Exchange ActAct, andwe are not required to provideinclude therisk informationfactors otherwise required underin this item.Quarterly Report on Form 10-Q.

We are a blank check company incorporatedformed under the laws of the Cayman IslandsIsland ason anAugust exempted1, company with limited liability2025 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location, except that we will not pursue a prospective target company based in or having the majority of its operations in the PRC. We intend to utilizeeffectuate its initial business combination using cash derived from the proceeds of thisour offering,Initial Public Offering (the “IPO”) the private placement of the private units, the proceeds of the sale of our securities,securities in connection with our initial Business Combination, our shares, debt or a combination of cash, securities stock and debt, in effecting our initial business combination. The issuance of additional ordinary shares or preferred shares:debt.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities sincefrom inception haveto beenJune 30, 2026 were organizational activities and those necessary to prepare for thisthe offering.Company’s FollowingIPO. thisWe offering, we willdo not expect to generate any operating revenues until after afterthe completion of our initial business combination. We willexpect to continue to generate non-operating income in the form of interest income on cash and cash equivalentsmarketable securities held after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the dateInitial ofPublic ourOffering. auditedWe financialexpect statements. After this offering,that we expect towill incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses in toconnection increasewith substantiallycompleting aftera thebusiness closing of this offering.combination.

OverWe the next 12 months from the closing of this offering (or upintend to 18 months if our sponsor elects to exercise its option to extend the completion window up to two times, each by an additional three-month period, subject to the deposit of $0.10 per public share into the trust account for each such extension), we will be usinguse the funds held outside of the trustTrust accountAccount for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. OutThe ofinterest income earned on the fundsinvestments availablein outsidethe theTrust trustAccount account,are weunavailable anticipateto thatfund weoperating will incur approximately:expenses.

As described under “Legal Proceedings,” we have entered into a Settlement Agreement to resolve a pending arbitration and related proceedings. The effectiveness of the Settlement Agreement isbecame contingenteffective upon the closing of thisthe offering.Initial IfPublic thisOffering offeringon isJune not4, closed2026. Following the byEffective MayTime, 25,the 2026arbitration (subjectand torelated extensioncourt byproceeding were dismissed with prejudice, and the mutual agreement),general releases contained in the Settlement Agreement willbecame not become effective and the arbitration and related proceedings could continue, and we could remain subject to claims in excess of $15,000,000. On May 13, 2026, the parties further extended such date until August 14, 2026.effective.

We do not expect any liabilities arising under or in connection with the Settlement Agreement, including any claim for breach thereof, to be payable from the trust account, other than the deferred underwriting commissions described in this prospectus,commissions, which are payable from the trust account upon the completion of an initial business combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, entities, or purchased any non-financial assets.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of MarchJune 30, 2026 and December 31, 2026,2025, we did not have any critical accounting estimates to be disclosed.