DMAA

Item Overview We are a blank check company incorporated as an exempted company in the Cayman Islands on May 23, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.
Our only activities from inception through December 31, 2025 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.
We expect to generate non-operating income in the form of interest income on cash and investments held in the trust account after the Initial Public Offering.
For the year ended December 31, 2025, we had net income of $5,940,643, which consisted of interest earned on cash and investments held in Trust Account of $8,756,656, offset by general and administrative costs of $2,816,013 which includes a share issuance expense of $1,996,000.
The share issuance expense is a non-cash expense incurred as a result of an issuance of 200,000 ordinary shares to an investor of the sponsor for no consideration on March 11, 2025.
Liquidity and Capital Resources As of December 31, 2025 and 2024, we had cash of $6,137 and $1,351, respectively.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
On March 18, 2026, the managing member of the Sponsor, along with her spouse, entered into a sponsor standstill, non-voting and cooperation acknowledgement in which her acknowledged the Sponsor is unable to fulfill the financial and operation obligations typically associated with the sponsor role.
They agreed to refrain from taking any actions with respect to the Company and to cooperate with the current management team on the transfer of founder shares and other securities held by the Sponsor when permissible.
On March 23, 2026, we issued an interim convertible note (the “Interim Note”) to BV Advisory Partners, LLC (the “Investor”) in the principal amount of $100,000 (the “Interim Loan”).
The Interim Loan represents an initial loan towards a contemplated $500,000 financing (the “Financing”) pursuant to the Definitive Interim Investment and Sponsor Transition Agreement dated March 23, 2026 (the “Investment Agreement”) described below.
The Interim Note has a maturity date six months from the date of issuance, unless earlier converted or credited toward the definitive financing under the Investment Agreement and does not bear interest.
Upon the consummation of initial business combination by us (a “Business Combination”), the outstanding principal amount of the Interim Loan may, at the option of the Investor, be converted into shares of the combined entity at a conversion price equal to a 35% discount to the market price of such shares at the time of conversion.
On March 23, 2026, we entered into the Investment Agreement with the Investor relating to a proposed financing transaction pursuant to which the Investor indicated its intent to provide financing to us through a convertible note investment, of which the Interim Loan represented the first tranche.
Pursuant to the Investment Agreement, the aggregate amount to be loaned is $500,000.
The second tranche of $200,000 will be made within 21 days with the remainder of the commitment on an as-needed basis.
We also agreed to use commercially reasonable efforts to provide the Investor with not less than 40% of the economic benefit equivalent to sponsor-level economics.
The Investor has the right but not the obligation to provide additional funding beyond the $500,000 commitment.
In connection with the Investment Agreement, the Investor has introduced to us a potential business combination opportunity involving an enterprise technology platform focused on artificial intelligence, machine learning, quantum analytics, and cybersecurity solutions, consistent with the business of Power Analytics Global Corporation.
Going Concern As of December 31, 2025, the Company had $6,137 cash and a working capital deficit of $363,981.
The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination.
The Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025 or 2024.
Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay the sponsor $10,000 per month for office space, and administrative and support services pursuant to an administrative services agreement which has been cancelled in March 2026.
In addition, we issued the underwriters 230,000 ordinary shares, denoted as representative shares.
Related Party Transactions Founder Shares On June 17, 2024, the Company issued to the sponsor an aggregate of 22,361,111 ordinary shares, par value $0.0001 per share, in exchange for $35,000 or approximately $0.0016 per share.
On November 6, 2024, the Sponsor surrendered and forfeited 12,503,968 ordinary shares to the Company for no consideration, following which the Sponsor held 9,857,143 ordinary shares (the “Founder Shares”).
The Founder Shares included an aggregate of up to 1,285,714 shares subject to surrender and forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 30 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (not including the Private Placement Units and the representative shares and assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).
Subsequently, on February 18, 2025, the underwriters exercised their over-allotment option to purchase an additional 3,000,000 Units.
The Administrative Services Agreement was cancelled in March 2026.
For the year ended December 31, 2025, the Company incurred $ 111,000 in administrative support fees and included in general and administrative costs on the statements of operations.
As of December 31, 2025, $ 108,300 was recorded as a reduction in share subscription receivable on the balance sheets.
For the period from May 23, 2024 (inception) through December 31, 2024, the agreement was not in effect and did not incur fees for these services.
Promissory Note — Related Party On June 13, 2024, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 500,000 .
The Promissory Note is non-interest bearing and was repaid in full in connection with the Company’s Initial Public Offering.
These monies represent advances paid to the Sponsor for purchase of Founder Shares upon successful completion of the Initial Public Offering.
During the period from May 23, 2024 (inception) through December 31, 2024, the Company repaid approximately $ 1,200,000 of the balance due to the Sponsor related to investments it had received on behalf of the Sponsor, resulting in a balance of approximately $ 500,000 due to the Sponsor, which is accounted for as part of the promissory note amount on the balance sheets.
In conjunction with the Initial Public Offering $ 900,000 was repaid to the Sponsor, $ 204,000 in deferred offering costs were paid by the Sponsor and $ 94,574 in expenses were paid by the Sponsor.
As of December 31, 2025 and 2024, there was $ 0 and $ 662,324 , respectively, outstanding under the Promissory Note.

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Gone since FY2024

Overview We are a blank check company incorporated as an exempted company in the Cayman Islands on May 23, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses.
Our only activities from inception through December 31, 2024 were organizational activities and those necessary to prepare for the Initial Public Offering, described below.
We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering.
Liquidity and Capital Resources As of December 31, 2024, we had cash of $1,351.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Going Concern In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate.
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 We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than to pay the sponsor $10,000 per month for office space, and administrative and support services pursuant to an administrative services agreement.
Upon completion of the initial business combination or our liquidation, the administrative services agreement will terminate, and we will cease paying these monthly fees.
In addition, we agreed to issue the underwriters 200,000 ordinary shares (or up to 230,000 ordinary shares if the over-allotment option is exercised in full), denoted as representative shares.
Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.
The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.
This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
The Company adopted at the effective date; it did not have a material impact.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024.
Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness of inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.
Management’s Annual Report on Internal Control Over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Directors and Executive Officers Our directors and executive officers are as follows: Name Age Title Lynn Stockwell Chief Executive Officer and Executive Chair of the Board Glenn Worman Chief Financial Officer Catherine Do Director G.
Shulgan Director Lynn Stockwell has been our Chief Executive Officer since September 2024 and Executive Chair of the Board since June 2024 and is the managing member of the sponsor.
Stockwell is the founder of Bright Green Corporation (Nasdaq: BGXX), where she has been a board member since its inception in 2019 and Chair of the Board since February 2024.
Stockwell was Managing Member of Bright Green Innovations, LLC, a pioneering plant-based pharmaceutical research company recognized for its compliance with federal legal standards.
Stockwell expertly managed business, industry, and medical research relationships.
In addition to her leadership roles, Ms.
Stockwell has also served as a director at a hospital, where she spearheaded fundraising initiatives advocating for the use of natural additives as a safer alternative to opioids.
Her dedica tion extends to her sponsorship of biomedical research and clinical trials, particularly in the area of plant-based bio-identical hormone replacement.
Stockwell’s commitment to healthcare innovation is further demonstrated by her membership in the Association for Healthcare Philanthropy (AHP).
Stockwell is also actively involved in advancing the professional development of women in the life sciences through her membership in the BioIndustry Association (BIA), where she focuses on scholarship opportunities.
Additionally, she is a member of the National Breast Cancer Coalition, reflecting her commitment to impactful healthcare advocacy.
Glenn Worman has been our Chief Financial Officer since July 2024.
Worman has been a Partner in the New York office of SeatonHill Partners, LP since November 2022.
He has served as CFO of Orion Innovations Inc. since February 2025.
Worman served as Chief Financial Officer of Insight Acquisition Corp., a special purpose acquisition company, from April 2024 until the completion of its business combination with Alpha Modus, Corp. in December 2024.
Worman served as the CFO and President of National Holdings Corporation.
From 2011 to 2015, he served as the Chief Financial Officer for the Americas for ICAP, plc.
Worman held senior positions at, among other companies, Deutsche Bank, Morgan Stanley, and Merrill Lynch.
Worman is an accomplished and diverse financial services executive with a history of providing strong, effective leadership and developing and executing strategy across a spectrum of businesses.

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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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