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

As a smaller reporting company, we are not required to include risk factors in this Annual Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations. An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with all other information contained in this Annual Report, including the consolidated financial statements, before making a decision to invest in our securities. This Annual Report contains forward looking statements that involve risks and uncertainties. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected and could differ materially from those anticipated in the forward-looking statements. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Although we have entered into the Business Combination Agreement and currently intend to consummate our Initial Business Combination with OU XDATAXDATA, GROUP (“XDATA”), we have not yet consummated the proposed Business Combination. As a smaller reporting company, we are not required to include risk factors in this Annual Report. Nonetheless, we have listed out various risks as set forth below that are relevant to the consummation of our proposed Business Combination with XDATA, and certain risks will be relevant if, for any reason, we do not consummate our proposed business combination with XDATA and are required to seek a new target business with which to consummate our initial business combination. You should therefore carefully consider all of the risks described below, despite the fact that we currently intend to consummate our Initial Business Combination with XDATA.

Although weour currentlyshareholders intendapproved toour holdproposed business combination with XDATA at a shareholder votemeeting toheld approveon ourMay 2, 2025, the business combination has not yet been consummated. If the proposed Businessbusiness Combinationcombination with XDATA,XDATA is not completed and we pursue an alternative business combination with another target, we may, in certain circumstances, choose not to hold a shareholder vote to approve another proposed initial business combination (if any) unless that business combination would require shareholders’ approval under applicable law or stock exchange listing requirements. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting, but would still require us to obtain shareholders’ approval if we were seeking to issue more than 20% of our outstanding shares as consideration in any business combination. Except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholders’ approval of a proposed business combination (including the proposed business combination with XDATA) or will allow public shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholders’ approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete.

At the time we entered into the Business Combination Agreement with XDATA for our Initial Business Combination, or other potential target business that we may pursue if we fail to consummate the Business Combination with XDATA, we would not know how many shareholders may exercise their redemption rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

Currently, we have until JuneDecember 15, 20252026 to consummate an initial business combination. If we have not consummated an initial business combination within such applicable time period, we 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 earned on the funds held in the trust account (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of the then-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 our remaining shareholders and our Board, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account 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 earned on the funds held in the trust account (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number of the then-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 our remaining shareholders and our Board, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10 per public share, or less than $10 per public share, on the redemption of their shares, and our warrants will expire worthless. See “—- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10 per public share” and other risk factors as stipulated herein.

Although our shareholders approved our proposed business combination with XDATA at a shareholder meeting held on May 2, 2025, the business combination has not yet been consummated. If the proposed business combination with XDATA is not completed and we pursue an alternative business combination with another target, we may seek shareholders’ approval of our initialsuch business combination and we do notor conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,rules. In connection with our initial business combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our Initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our Sponsor, directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, our Sponsor, directors, officers, advisors or any of their respective affiliates are under no obligations or duty to do so and they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. The purpose of such purchases could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining shareholders’ approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination that may not otherwise have been possible.

We will comply complied with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initialBusiness businessCombination with combination.Xdata. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

Additionally, potential target companies may be less inclined to consummate a transaction with us because definitive documentation for such a transaction will preclude any recourse against our trust account, meaning that potential counterparties may determine that they do not have adequate contractual remedies in the event a transaction fails to close. These factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. If we do not complete our initial business combination, our public shareholders may receive only approximately $ per share on the liquidation of our trust account. In certain circumstances, our public shareholders may receive receive less than $10 per share upon our liquidation. See “—- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10 per share” and other risk factors herein.

On December 27,11, 2024,2025, we held an Extraordinary General Meeting of shareholders and approved the proposal to extend the date by which it must consummate a business combination to JuneDecember 15, 2025.2026. Currently, we have until June December 15, 20252026 to consummate an initial business combination. If we have not completed our initial business combination within such extended period, we will distribute the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 36 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholders’ approval of the transaction is required by law, or we decide to obtain shareholders’ approval for business or other reasons, it may be more difficult for us to attain shareholders’ approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public shareholders may receive only approximately $10 per share on the liquidation of our trust account. account. In certain circumstances, our public shareholders may receive less than $10 per share on the redemption of their shares. See “— - If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10 per share” and other risk factors herein.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time, attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination (including our proposed Business Combination with XDATA), the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons, including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public shareholders may receive only approximately $10 per share on the liquidation of our trust account. In In certain circumstances, our public shareholders may receive less than $10 per share on the redemption of their shares. See “—- If If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received received by shareholders may be less than $10 per share” and other risk factors below.

OnNasdaq December 16, 2024, Alpha Star received a written notice from the Listing Qualifications Department of Nasdaq stating that the Staff had determined that Alpha Star’s securities would be delisted from Nasdaq pursuant to Nasdaq Listing Rule IM-5101-2, since Alpha Star failed to complete its initial business combination by December 13, 2024. Nasdaq Rule IM 5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.statement, which, in the case of Alpha Star, would be December 13, 2024. Nasdaq Rule IM 5810-1 provides that Nasdaq will inform a company that its securities are immediately subject to suspension and delisting in the event that that the company fails to comply with rule IM 5101-2. Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2. Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule, which is unlikely if Nasdaq provides the delisting determination letter after the 36-month window. Since Alpha Star failed to complete its initial business combination by December 13, 2024, its securities were suspended from trading on Nasdaq at the opening of business on December 23, 2024. Alpha Star’s securities will be removed from listing and registration on Nasdaq following the filing of a Form 25-NSE with the SEC. Following the suspension of trading on Nasdaq, Alpha Star currently has its units, ordinary shares, rights and warrants traded on the OTC Pink Open Market under the symbols “ALSUF,” “ALSAF,” “ALSTF,” and “ALSWF,” respectively. Alpha Star remains subject to the periodic reporting requirements of the Exchange Act. The delisting from Nasdaq does not affect Alpha Star’s business combination with XDATA, as both parties intend to continue to work to effectuate the closing of the business combination. The combined company will apply for listing of its securities on the Nasdaq Stock Market in connection with the closing of the business combination.

On December 27, 2024, Alphathe StarCompany held an Extraordinary General Meeting of its shareholders and approved the proposal to extend the date by which it must consummate consummate a business combination to June 15, 2025. In connection with the shareholders meeting to vote for such extension, the public shares are entitled to exercise the redemption right and 880,335 public shares tendered for redemption. The total redemption payment was $10,819,317.15 and werewas distributed in January 2025. Following the redemptions, there are 22,664 public shares outstanding. Alpha Star intends to deposit the monthly extension fees of $35,000 per month into the Trust Account, for such extension to June 15, 2025. If Alpha Star is unable to complete the Business Combination or another business combination by June 15, 2025, Alpha Star must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating.

We may,If the in connection with our Initialproposed Business Combination with XDATA is not completed and we pursue an alternative business combination with another target, we may, subject to requisite shareholders’ approval by special resolution under the Companies Act,CAct, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

In connectionIf the proposed Business Combination with ourXDATA initialis businessnot combination,completed, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business opportunities or capital.

For the years ended December 31, 20242025 and 2023,2024, we had a net loss of $(847,048) and net income of $1,344,563 and $4,924,098 which consisted of formation and operational costs of $913,909$887,584 and $435,287,$913,909, interest income on marketable securities held in the trust account of $2,217,105$38,286 and $4,911,035, other income of $0 and $350,$2,217,105, and unrealized gain on marketable securities held in trust account of $41,367$2,250 and $448,000,$41,367, respectively. The formation and operational costs mainly consisted of administrative expenses to the sponsor and professional expense.expenses. TheOther otherincome income and unrealized gain on marketable securities mainly consist with mainlyof tax-exempt interest income.

Following the initial public offering and the sale of the Private Units, a total of $115,000,000 was placed in the Trust Account. We incurred $5,669,696 $5,669,696 in transaction costs, including $2,300,000 of underwriting fees, $2,875,000 of deferred underwriting fees of which was reduced to $950,000 on October 13, 2025 and $494,696 of other offering costs.

For the years ended December 31, 20242025 and 2023,2024, net cash used in operating activities was $(243,395651,811) and $(235,925243,395), which mainly consisted of net loss of $(847,048) and net income of $1,344,563$1,344,563, and $4,924,098,adjusted with net changes in interest earned in investments of $(2,258,47240,536) and $(5,359,0352,258,472), and,Accrued expenses of $240,588 and 129,812, prepaid expense $11,000of $(4,815) and $(12,500)$11,000 , and due to Sponsor of $529,702$nil and $190,963.$529,702. Net cash provided by investing activities was $92,737,281$10,434,317 and $21,997,189,$92,737,281, which mainly consisted of of $93,382,281$10,819,317 and $26,094,884$93,382,281 sales of investment in the marketable securities held in Trust Account in purpose to repay the redemption, redemption andpartially netoffset off withby $(630,000385,000) and $(4,112,695630,000) monthly extension fund reinvestment. Net cash used in financing activities was $(92,493,8869,782,506) and $(21,872,25592,493,886) which mainly consisted of $(93,382,28110,819,317) and $(26,094,88493,382,281) cash withdrawn from the Trust Account to redeem public shares shares, partially offset by $1,036,811 and net off with $888,395 andof $4,222,629 drawdownproceeds from promissory notesnote and Sponsor loan.

As of December 31, 20242025 and 2023,2024, we had investments held in the Trust Account of $11,111,853$718,072 and $101,590,662.$11,111,853. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned onthereon the Trust Account, (excluding deferred underwriting commissions,commissions), to complete our business combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

On September 25, 2024, the Company entered into supplementary agreements with its Sponsor, pursuant to which the Sponsor agrees to waive the principal balance of the Notes and the Loan with a total amount of $6,245,961 and $746,270, respectively. After the waiver, as of December 31, 20242025, and 2023,2024, the balance of NotesPromissory payable to Sponsor was $140,000notes and $5,755,961, respectively and, loan payable to Sponsor was $254,488$1,431,299 and $212,660,$394,488, respectively.

The underwriters arewere originally entitled to a deferred fee of two and one-half percent (2.5%) of the gross proceeds of the initial public offering, or $2,875,000.$2,875,000, payable in cash. The deferred fee will be paid in cash upon the closing of a business combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the warrants and rights issued in connection with the (i) initial public offering; and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate, and the rights are exercisable to convert 1,690,000 shares of ordinary shares in the aggregate. As of December 31, 2024,2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company other than above. As a result, diluted net income (loss) per ordinary sharesshare is the same as basic net income (loss) per ordinary sharesshare for the periods presented.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Alpha Alpha Star Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to A-Star Management Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this QuarterlyForm Report10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please consult the Company’s securities filings on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenue until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We expect that we will 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 in connection with searching for, and completing, a Business Combination.

For the three months ended MarchJune 31,30, 2026, we had a net loss of $(165,798142,258), which consisted of operating costs of $172,613,$149,395, offset by interest income on marketable securities held in the Trust Account of $4,329 $4,791 and unrealized interest income on marketable securities held in the Trust Account of $2,486,$2,346, respectively.

For the threesix months ended MarchJune 31,30, 2025,2026, we had a net loss of $(200,767308,056), which consisted of operating costs of $223,812,$322,008, offset by interest income on marketable securities held in the Trust Account of $21,556$11,606 and unrealized interest income on marketable securities held in the Trust Account of $1,489,$2,346, respectively.

For the threesix months ended MarchJune 31,30, 2026, net cash used inby operating activities was $343,917.$373,822. Net loss of $(165,798308,056) consisted of formation formation and operating costs of $172,613,$322,008, offset by interest and dividends earned on marketable securities held in trust of $6,815. $13,952. Net cash used in investing activities was $105,000,$82,810, representingconsisting of extension contributions of $105,000 deposited into the marketable security held in trust account.account and offset by cash of $22,190 withdrawn from the trust account to redeem public shares. Net cash provided by financing activities was $448,917,$456,632, representingconsisting of $22,190 for the redemption of public shares offset by the proceed of Sponsor promissory note and Sponsor Loan.Loan in the amount of $478,822.

For the threesix months ended MarchJune 31,30, 2025, net cash used inby operating activities was $209,766.$528,701. Net loss of $(200,767338,262) consisted of formation and operating costs of $223,812,$366,188, offset by interest and dividends earned on marketable securities held in trust of $23,045.$27,926. Net cash provided by investing activities was $10,609,317, consisting of extension contributions of $210,000 deposited into the marketable security held in trust account and offset by cash of $10,819,317 withdrawn from the trust account to redeem public shares. Net cash used in financing activities was $10,504,551,$10,080,616, consisting of $10,819,317 for the redemption of public shares offset by the proceed of sponsorSponsor promissory note and Sponsor Loan in the amount of $314,766. Net cash provided by investing activities was $10,714,317, consisting of extension contributions of $105,000 deposited into the marketable security held in trust account and offset by cash of $10,819,317 withdrawn from the trust account to redeem public shares.$738,701.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $829,887.$814,834. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash in escrow of nil cash held outside of the Trust Account. We intend to raise funds through borrowing from the Sponsor, and use the funds to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

On August 26, 2024, the Company entered into a loan agreement (the “Loan Agreement”), by and among the Company and Sponsor, pursuant to which the Sponsor agreed to loan an aggregate of $1,500,000US$1.5 million to the Company, to cover the Company’s certain transaction costs and extension fee (the “Loan”). The Loan willis notnon-interest accrue any interest.bearing. Pursuant to the Loan Agreement, the Loan shall be payable on the date on which the Company consummates its initial business combination.

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

The preparation of unaudited consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the unaudited consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. We have identified the following critical accounting policies:

The Company evaluates the Public and Private Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). 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 whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. Pursuant to such evaluation, both Public and Private Warrants are classified in stockholders’ equity as of MarchJune 31,30, 2026 and 2025.

The calculation of diluted net income (loss) per ordinary shares and related weighted average of the ordinary shares does not consider the effect of the warrants and rights issued in connection with the (i) IPO; and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 5,915,000 shares of ordinary shares in the aggregate, and the rights are exercisable to convert 1,690,000 shares of ordinary shares in the aggregate. As of MarchJune 30, 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary ordinary shares and then share in the earnings of the Company other than above. As a result, diluted net income (loss) per ordinary sharesshare is is the same as basic net income (loss) per ordinary sharesshare for the periods presented.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unauditedinterim consolidatedcondensed financial statements.