ASUUF

Recent Developments On September 24, 2024, trading in the Company’s securities was suspended on Nasdaq.
On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $ 152,000 to pay for various expenses of the Company and for working capital purposes pursuant to an unsecured promissory note (the “July 2025 Note”).
On October 17, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $ 500,000 to pay for various expenses of the Company and for working capital purposes pursuant to a promissory note (the “October 2025 Note”).
All three loans are non-interest bearing and payable no later than the date on which the Company consummates an initial business combination.
The 2024 Note, the July 2025 Note and the October 2025 Note are convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $ 1.00 per warrant, at the option of the Sponsor.
As of December 31, 2025 and December 31, 2024, there was an aggregate of $292,068 and an aggregate of $157,838 outstanding under all three notes, respectively.
On July 15, 2025, the Company filed with the Securities and Exchange Commission an information statement (“Information Statement”) pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934, as amended, notifying the Company’s shareholders of the change in the majority of the board of directors of the Company (the “Board”).
On July 16, 2025, the Company mailed the Information Statement to its shareholders.
MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins tendered their resignation as director of the Company, effective as of July 28, 2025, the tenth day after the mailing of the Information Statement (the “Effective Date”).
There were no disagreements between the Company and each of Malcolm F.
MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins on matters related to the Company’s operations, policies or practices.
The Company designated Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter and Minjie Mao to fill the four vacancies left by Malcolm F.
MacLean IV, Anson Chan, Bryan Biniak and Paul Cummins, which became effective as of July 28, 2025.
Additionally, as described in the Information Statement, on the Effective Date, (i) Serena Shie resigned from her position as Chief Executive Officer of the Company, (ii) Claudius Tsang resigned from his position as Chief Financial Officer of the Company, and (iii) Yip Tsz Yan was appointed as Chief Executive Officer, Chief Financial Officer and Chairman of the Board.
On July 28, 2025, each of Yip Tsz Yan, Tsang Wing Sze, Luk Sui Cheung Peter, Minjie Mao and Serena Shie entered into an indemnity agreement with the Company, on substantially the same terms as those contained in the form filed as Exhibits 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-263890) which was filed with the Securities and Exchange Commission on March 28, 2022, as amended.
On July 30, 2025, the Company held its extraordinary general meeting of the shareholders (the “2025 EGM”) at which the shareholders voted on the proposal to (i) amend and restate the Company’s amended and restated memorandum and articles of association to allow ASCB to extend the date by which it has to consummate a business combination for an additional 24 months from August 5, 2025 to August 5, 2027 (the “Extension Amendment Proposal”), and (ii) allow the Company to undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau) (the “Target Amendment Proposal”).
As of July 2, 2025, the record date for the 2025 EGM, there were 5,687,978 ordinary shares outstanding and entitled to vote.
At the 2025 EGM, there were 5,329,581 ordinary shares voted by proxy or in person, representing 93.7 % of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business.
The shareholders approved the Extension Amendment Proposal and the Target Amendment Proposal, and the Company filed the Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands.
Pursuant to the Fourth Amended Charter which is effective on July 30, 2025, the Company has up to 63 months from its initial public offering (i.e., until August 5, 2027) to consummate an initial business combination.
In connection with the shareholders’ vote at the 2025 EGM, 344,384 Class A ordinary shares were redeemed for approximately $ 4,078,486 .
On August 5, 2025, upon the approval of the Audit Committee of the Company’s Board of Directors, the Company dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accountants.
On August 5, 2025, upon the termination of Marcum Asia as auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged FundCertify CPA Professional Corporation (“FundCertify”) as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2025, to re-audit the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023, and to review the Company’s unaudited interim financial statements for the quarter ended March 31, 2025, June 30, 2025 and September 30, 2025.
Ka Wo Chan resigned from the Board effective immediately.
Chan’s resignation was not as a result of any disagreement with the Company or the Board.
Our only activities from inception June 28, 2021 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for, and consummate, the IPO.
For the year ended December 31, 2025, we had a net loss of $224,482, which consisted of general and administrative expenses amounting to $347,251, offset by interest earned on investment held in Trust Account of $120,460 and interest earned in bank account of $2,309.
For the year ended December 31, 2024, we had a net income of $155,060, which consisted of general and administrative expenses amounting to $610,857, offset by interest earned on investment held in Trust Account of $754,754 and interest earned in bank account of $11,164.
Liquidity and Capital Resources The Company’s liquidity needs prior to the closing of IPO were satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5).
As previously disclosed on a Current Report on Form 8-K dated May 2, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters.
For the year ended December 31, 2025, net cash used in operating activities was $363,076.
Net loss of $224,482 was affected by interest earned on investment held in the Trust Account of $120,460.
Changes in operating assets and liabilities used $18,134 of cash for operating activities.
For the year ended December 31, 2025, net cash provided by investing activities was $4,078,486 representing cash withdrawn from the Trust Account to pay public shareholder redemptions.
For the year ended December 31, 2025, net cash used in financing activities was $3,856,256, which consisted of $4,078,486 public shareholder redemptions, partially offset by $134,230 of proceeds from issuance of promissory note to the Sponsor, and $88,000 of advances from a related party.
As of December 31, 2025, we had marketable securities held in the Trust Account of $527,330 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less.
Through December 31, 2025, we did not withdraw any interest earned on the Trust Account to pay our taxes.
As of December 31, 2025, we had cash of $135 outside the Trust Account.
On July 14, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $152,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.
On October 17, 2025, the Sponsor agreed to loan the Company an additional aggregate of up to $500,000 pursuant to a promissory note to pay for various expenses of the Company and for working capital purposes.

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Gone since FY2024

Recent Developments On July 23, 2024, the Company convened its extraordinary general meeting (the “2024 EGM”) at which the shareholders voted pursuant to the definitive proxy statement, filed by the Company with the Securities and Exchange Commission on July 5, 2024 and mailed by the Company to its shareholders on or about July 8, 2024.
As of June 20, 2024, the record date for the 2024 EGM, there were 7,296,395 ordinary shares outstanding and entitled to vote.
At the 2024 EGM, there were 6,464,659 ordinary shares voted by proxy or in person, representing 88.6% of the total ordinary shares as of the record date, and constituting a quorum for the transaction of business.
The shareholders approved the Extension Amendment Proposal, and the Company filed the Third Amended and Restated Memorandum and Articles of Association (the “Third Amended Charter”) with the Registrar of Corporate Affairs at the British Virgin Islands.
Pursuant to the Third Amended Charter which is effective on July 23, 2024, the Company has up to 39 months from its initial public offering (i.e., until August 5, 2025) to consummate an initial business combination.
The Third Amended Charter was filed as an exhibit to the Current Report on Form 8-K, filed on July 24, 2024.
In connection with the shareholders’ vote at the 2024 EGM, 1,608,417 additional Class A ordinary shares were redeemed for $18,165,082.
Immediately after the redemption, there was approximately $4.38 million remaining in the Trust Account and Sponsor holds approximately 88.0% of the Company’s 5,687,978 outstanding ordinary shares.
The 2024 Note is convertible into warrants having the same terms and conditions as the Public Warrants, at the price of $1.00 per warrant, at the option of the Sponsor.
As of December 31, 2024, $157,838 outstanding under the 2024 Note.
Our only activities from inception June 28, 2021 (inception) through December 31, 2024 were organizational activities and those necessary to prepare for, and consummate, the IPO.
For the year ended December 31, 2024, we had a net income of $155,060, which consisted of general and administrative expenses amounting to $610,857, offset by interest earned on investment held in Trust Account of $754,753 and interest earned in bank account of $11,164.
For the year ended December 31, 2023, we had a net income of $5,435,774, which consisted of general and administrative expenses amounting to $842,030, offset by interest earned on investment held in Trust Account of $6,243,425 and interest earned in bank account of $34,379.
Liquidity and Capital Resources As previously disclosed on a Current Report on Form 8-K dated May 2, 2022, on May 5, 2022, the Company consummated the IPO of 20,000,000 Units, which includes the partial exercise of the over-allotment option granted to the underwriters.
For the year ended December 31, 2023, net cash used in operating activities was $621,690.
Net income of $5,435,774 was affected by interest earned on investment held in the Trust Account of $6,243,425.
Changes in operating assets and liabilities provided $185,961 of cash for operating activities.
For the year ended December 31, 2023, net cash provided by investing activities was $190,703,967 representing cash withdrawn from the Trust Account to pay public shareholder redemptions.
For the year ended December 31, 2023, net cash used in financing activities was $190,703,967, all of which consisted public shareholder redemptions.
As of December 31, 2024, we had marketable securities held in the Trust Account of $4,485,356 consisting of securities held in a treasury trust fund that invests in United States government treasury bills, bonds or notes with a maturity of 185 days or less.
Through December 31, 2024, we did not withdraw any interest earned on the Trust Account to pay our taxes.
As of December 31, 2024, we had cash of $140,981 outside the Trust Account.
As of December 31, 2024, we had cash of $140,981 and a working capital deficit of $280,411.
In addition, the Company has until August 5, 2025 to consummate a Business Combination (unless further extended).
Management’s plan in addressing this uncertainty are through the completion of a business combination and receiving financing under the Working Capital Loans (see Note 5).
Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.
Contractual Obligations At December 31, 2024, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than the commitments to the below: Registration Rights The holders of Founder Shares, private placement warrants, shares being issued to the underwriters and units that may be issued on conversion of working capital loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement that required the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A ordinary shares).
Representative’s Ordinary Shares The Company issued to the underwriters and/or its designees, 300,000 Class A ordinary shares including 22,500 ordinary shares as a result of partial exercise of the underwriters’ over-allotment option at the closing of the IPO.
Promissory Notes On December 9, 2024, the Sponsor agreed to loan the Company an aggregate of up to $160,000 pursuant to a promissory note (the “2024 Note”).
The proceeds of the 2024 Note will be used to pay various expenses of the Company and for working capital purposes.
As of December 31, 2024, there was $ 157,838 outstanding under the 2024 Note.
Quantitative and Qualitative Disclosures about Market Risk As of December 31, 2024, we were not subject to any market or interest rate risk.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 15d-15(e) under the Exchange Act.
Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.
Management assessed the effectiveness of our internal control over financial reporting at December 31, 2024.
Based on our assessments and those criteria, management determined that our internal control over financial reporting as of December 31, 2024 was effective. an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
The following table sets forth information about our directors and executive officers as of December 31, 2024.
Name Age Position Serena Shie Chief Executive Officer Claudius Tsang Chief Financial Officer Malcolm F.
MacLean IV Chairman and Independent Director Anson Chan Director Ka Wo Chan Director Bryan Biniak Independent Director Paul Cummins Independent Director Below is a summary of the business experience of each our executive officers and directors: Ms.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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