UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2025

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

For the transition period from _____ to _____

Commission file number: 001-42947

Blueport Acquisition Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

366 Madison Ave 3rd Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

212-829-8937
Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Ordinary Shares, par value of $0.0001 per share	BPAC	The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-sixth (1/6) of one Class A Ordinary Share	BPACR	The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share and one Right to receive one-sixth (1/6) of one Class A Ordinary Share	BPACU	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2025, the Registrant’s securities were not listed on any exchange and all of the Registrant’s outstanding ordinary shares were held by affiliates. The Registrant’s Class A ordinary shares commenced trading on the Nasdaq Stock Exchange on November 8, 2024. Accordingly, at June 30, 2025, the aggregate market value of the Registrant’s Class A ordinary shares held by non-affiliates of the Registrant was $0.

As of February 26, 2026, 5,947,250 Class A ordinary shares, including Class A ordinary shares underlying the units, and 1,437,500 Class B ordinary shares were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

BLUEPORT ACQUISITION LTD

Annual Report on Form 10-K for the Year Ended December 31, 2025

TABLE OF CONTENTS

		Page
PART I		1
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	19
ITEM 1B.	UNRESOLVED STAFF COMMENTS	20
ITEM 1C.	CYBERSECURITY	20
ITEM 2.	PROPERTIES	20
ITEM 3.	LEGAL PROCEEDINGS	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II		21
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
ITEM 6.	[RESERVED]	22
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27
ITEM 9A.	CONTROLS AND PROCEDURES	27
ITEM 9B.	OTHER INFORMATION	28
ITEM 9C.	DISCLOSURE REGARDING JURISDICTION THAT PREVENT INSPECTIONS	28
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28
ITEM 11.	EXECUTIVE COMPENSATION	38
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	39
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	41
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	42
ITEM 15.	Exhibits, Financial Statement Schedules	43

You should rely only on the information contained in this report. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

As a blank check company incorporated in the Cayman Islands, we do not have any subsidiaries as of the date of this report, and no transfers, dividends, or distributions of any earnings or settlement of any amounts have been made by us to date.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, or as amended (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 contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the SEC on November 12, 2025 (the “Final Prospectus”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements in this report may include, for example, statements about our:

●

our ability to identify or complete an initial business combination;

●

our limited operating history;

●

the success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our ability to identify or complete an initial business combination;

●

our limited operating history;

●

the success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” section of the Final Prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

ITEM 1. BUSINESS

Introduction

Blueport Acquisition Ltd (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 13, 2025. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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.

Initial Public Offering and Private Placement

The registration statement for the Company’s initial public offering (“IPO”) became effective on November 10, 2025. On November 13, 2025, the Company consummated the IPO, which consisted of 5,750,000 units (the “Units”), including 750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-sixth (1/6th) of one Class A Ordinary Share (the “Right”) of the Company. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $57,500,000.

Simultaneously with the closing of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 197,250 units (the “Private Placement Units”) to Blueport Acquisition Corporation (the “Sponsor”), a Nevada corporation at a price of $10.00 per Private Placement Unit, generating total proceeds of $1,972,500, which is described in Note 4.

Transaction costs amounted to $2,435,201 consisting of $862,500 underwriting commissions which were paid in cash at the closing date of the IPO, $1,150,000 deferred underwriting fee, and $422,701 other offering costs. On the IPO date, $658,177 (including $653,177 funded by the Sponsor on November 14, 2023) was held outside of the Trust Account (as defined below) and is available for the payment of the promissory note (see Note 5), payment of accrued expenses and for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully.

Upon the closing of the IPO, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (“Trust Account”) which will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury. Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the private placement units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100% of the public shares if the Company does not complete the Company’s initial Business Combination within 15 months from the effective date of this registration statement (subject to shareholder approval, there are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to the Company’s amended and restated memorandum and articles of association), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of all of the public shares if the company are unable to complete their initial business combination within 15 months from the effective date of this registration statement (unless such completion window is extended by shareholders via an amendment to the amended and restated memorandum and articles of association), subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the Trust As of December 31, 2025, the Company had not commenced any operations. All activities from January 13, 2025 (inception) through December 31, 2025 were related to the Company’s formation and the IPO, and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Name		Position
William Rosenstadt		Chairperson of the Board of Directors and Chief Executive Officer
Kulwant Sandher		Chief Financial Officer
Yarona Yieh		Independent Director
Scott Silverman		Independent Director
Steven Sanders		Independent Director

Name of Individual⁽¹⁾	Name of Affiliated Company	Industry	Affiliation⁽²⁾
William Rosenstadt	Ortoli Rosenstadt LLP	Law firm	Founder and Managing partner
Kulwant Sandher
	Norsemont Mining Inc.	Mining	CFO
	Smart Cool Technologies Inc.	Energy	CFO
Yarona Yieh	Ortoli Rosenstadt LLP	Law firm	Partner
Scott Silverman	Thornhill Advisory Group, Inc	Financial management and advisory	Founder, President and CEO
	Thornhill Holdings Ltd	Private equity firm	Founder, President and CEO
	Vitae, Group, Inc.	Global insurance brokerage	CFO
	AP Capital	Private equity	CFO
	CompEquip Solutions	Medical equipment	CFO
Steven Sanders	Globocare Corp.	Healthcare provider	Director
	Helijet International Inc.	Helicopter service	Director

Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership(2)		Approximate Percentage of Outstanding Ordinary Shares
Blueport Acquisition Corporation ⁽³⁾		1,634,750		22.14	%
William Rosenstadt ⁽³⁾		1,634,750		22.14	%
Roy Jiang ⁽³⁾		1,634,750		22.14	%
Kulwant Sandher ⁽⁴⁾		0		0	%
Yarona Yieh ⁽⁴⁾		0		0	%
Scott Silverman ⁽⁴⁾		0		0	%
Steven Sanders ⁽⁴⁾		0		0	%
All officers and directors as a group (5 persons)		1,634,750		22.14	%

Report of Independent Registered Public Accounting Firm (PCAOB ID: 3686)		F-2
Financial Statements:
Balance Sheet as of December 31, 2025		F-3
Statement of Operations for the Period from January 13, 2025 (Inception) Through December 31, 2025		F-4
Statement of Changes in Shareholders’ Equity for the for the Period from January 13, 2025 (Inception) Through December 31, 2025		F-5
Statement of Cash Flows for the Period from January 13, 2025 (Inception) Through December 31, 2025		F-6
Notes to the Financial Statements		F-7

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 11, 2025, by and between the Company and A.G.P./ Alliance Global Partners, as representative of the underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
4.1		Specimen Unit Certificate. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025)
4.2		Specimen Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 26, 2025)
4.3		Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 26, 2025).
4.4		Rights Agreement, dated as of November 11, 2025, by and between the Company and VStock Transfer, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
4.5		Description of Securities (incorporated by reference to description set forth in to the Final Prospectus on Form 424B4 filed with the Securities & Exchange Commission on November 12, 2025)

10.1		Letter Agreement, dated November 11, 2025, between the Company and Blueport Acquisition Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025).
10.2		Letter Agreement, dated November 11, 2025, between the Company and the officers and directors of the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
10.3		Investment Management Trust Agreement, dated as of November 11, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025).
10.4		Registration Rights Agreement, dated as of November 11, 2025, by and among the Company and certain security holders of the Company (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
10.5		Private Units Subscription Agreement, dated November 11, 2025, by and between the Company and Blueport Acquisition Corporation (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025).
10.6		Indemnification Agreement, dated as of November 11, 2025, by and between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
10.7		Administration Service Agreement, dated November 11, 2025, by and between the Company and Blueport Acquisition Corporation (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 13, 2025)
10.8		Consulting Agreement dated November 2025, between the Company and Hurricane Corporate Services Ltd.
14		Form of Code of Business and Ethics (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025).
19.1		Insider Trading Policy ((incorporated by reference to 99.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025).
24		Power of Attorney (included on signature page of this Annual Report on Form 10-K).
31.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. **
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025).
99.3		Corporate Governance and Nominating Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025).
99.4		Clawback Policy (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 26, 2025)
101.INS		Inline XBRL Instance 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 (Embedded within the Inline XBRL document and included in Exhibit)

	BLUEPORT ACQUISITION LTD

Dated February 26, 2026	By:	/s/ William Rosenstadt
	Name:	William Rosenstadt
	Title:	Chief Executive Officer and Chairman, (Principal Executive Officer)

	By:	/s/ Kulwant Sandher
	Name:	Kulwant Sandher
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Signature	Title	Date

/s/ William Rosenstadt	Chief Executive Officer, and Chairman	February 26, 2026
William Rosenstadt	(Principal Executive Officer)

/s/ Kulwant Sandher	Chief Financial Officer	February 26, 2026
Kulwant Sandher	(Principal Financial and Accounting Officer)

/s/ Yarona Yieh	Independent Director	February 26, 2026
Yarona Yieh

/s/ Scott Silverman	Independent Director	February 26, 2026
Scott Silverman

/s/ Steven Sanders	Independent Director	February 26, 2026
Steven Sanders

Assets
Cash	$	480,852
Prepaid expenses		62,511
Total current assets		543,363

Investments held in Trust Account		57,784,454
Total Assets	$	58,327,817

Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity
Accounts payable and accrued expenses	$	135,257
Total current liabilities		135,257

Deferred underwriting fee payable		1,150,000
Total Liabilities		1,285,257

Commitments and Contingencies (Note 6)

Class A ordinary shares, no par value; 450,000,000 shares authorized; 5,750,000 shares subject to possible redemption		53,340,490

Shareholders’ Equity:
Class A ordinary shares, $0.0001 par value; 450,000,000 shares authorized; 197,250 shares issued and outstanding (excluding 5,750,000 shares subject to possible redemption)		20
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1,437,500 shares issued and outstanding		144
Additional paid-in capital		3,721,645
Accumulated deficit		(19,738	)
Total Shareholders’ Equity		3,702,071
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity	$	58,327,817

General and administrative expenses	$	304,193
Loss from Operations		(304,193	)
Other income:
Interest income		284,455
Net loss before income taxes		(19,738	)
Income taxes provision		—
Net loss	$	(19,738	)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		784,091
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.46
Basic and diluted weighted average shares outstanding, Class A and Class B ordinary shares not subject to redemption		1,276,543
Basic and diluted net loss per share, Class A and Class B ordinary shares not subject to redemption	$	(0.30	)

	Ordinary shares								Additional						Total
	Class A				Class B				paid-in			Accumulated			shareholders’
	Shares		Amount		Shares		Amount		capital			deficit			equity
Balance –January 13, 2025 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—
Class B ordinary shares issued to the Sponsor		—		—		1,437,500		144		24,856			—			25,000
Issuance of Private Placement Units		197,250		20		—		—		1,972,480			—			1,972,500
Proceeds allocated to Public Rights		—		—		—		—		2,415,000			—			2,415,000
Class A ordinary shares issuance costs		—		—		—		—		2,332,922			—			2,332,922
Offering expenses		—		—		—		—		(2,435,201	)		—			(2,435,201	)
Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		—		—		—		—		(284,455	)		—			(284,455	)
Accretion of carrying value to redemption value		—		—		—		—		(303,957	)		—			(303,957	)
Net loss		—		—		—		—		—			(19,738	)		(19,738	)
Balance as of December 31, 2025		197,250	$	20		1,437,500	$	144	$	3,721,645		$	(19,738	)	$	3,702,071

Cash Flows from Operating Activities:
Net loss	$	(19,738	)
Adjustment to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(284,455	)
Changes in operating assets and liabilities:
Prepaid expenses		(62,511	)
Accounts payable and accrued expenses		135,257
Net Cash Used in Operating Activities		(231,448	)

Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		(57,500,000	)
Net Cash Used in Investing Activities		(57,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of public units		57,500,000
Proceeds from sale of private placement units		1,972,500
Payment of underwriter commissions		(862,500	)
Payment of offering costs		(397,700	)
Net Cash Provided by Financing Activities		58,212,300

Net Change in Cash		480,852

Cash, Beginning of Year		—
Cash, End of Year	$	480,852

Supplemental Disclosure of Cash Flow Information:
Initial classification of ordinary shares subject to redemption	$	52,752,078
Accretion of carrying value to redemption value of Class A redeemable ordinary shares	$	303,957
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares	$	25,000

	Level 1 —	Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

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

	Level 3 —	Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Gross proceeds	$	57,500,000
Less:
Proceeds allocated to Public Share Rights		(2,415,000	)
Class A ordinary shares issuance costs		(2,332,922	)
Plus: Subsequent measurement of ordinary shares subject to redemption (interest earned on trust account)		284,455
Accretion of carrying value to redemption value		303,957
Class A ordinary shares subject to possible redemption, December 31, 2025	$	53,340,490

	For the Period from January 13, 2025 (inception) through December 31, 2025
Net loss	$	(19,738	)
Subsequent measurement of Class A ordinary shares subject to redemption		(284,455	)
Accretion of carrying value to redemption value		(303,957	)
Net loss including accretion of carrying value to redemption value	$	(608,150	)

		For the Period from January 13, 2025 (inception) through December 31, 2025
		Redeemable Ordinary Shares			Non-redeemable Ordinary Shares
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net loss including accretion of carrying value to redemption value	$	(231,407	)	$	(376,743	)
Subsequent measurement of Class A ordinary shares subject to redemption (interest earned on trust account)		284,455			-
Accretion of Class A ordinary shares subject to possible redemption to redemption value		303,957			-
	$	357,005		$	(376,743	)

Denominator:
Basic and diluted weighted average shares outstanding		784,091			1,276,543
Basic and diluted net income (loss) per Class A ordinary share	$	0.46		$	(0.30	)

	For the Period from January 13, 2025 (inception) December 31, 2025

Interest earned on investments held in Trust Account	$	284,455
General and administrative expenses	$	304,193