CAPNRHIGH SIGNALOPERATIONAL10-K

CAPNR has entered into a definitive merger agreement with Mango Financial Group Limited, representing its initial business combination as a SPAC.

This marks the completion of CAPNR's primary objective as a Special Purpose Acquisition Company, transitioning from a cash shell seeking targets to executing a definitive business combination. The merger agreement was signed in July 2025 with a registration statement filed in February 2026, indicating the transaction is progressing through regulatory approval processes.

Comparing 2026-03-24 vs 2025-03-26View on EDGAR →
FINANCIAL ANALYSIS

The financial picture shows significant deterioration in the company's balance sheet with current liabilities surging over 1,000% to $1.3M and stockholders' equity deepening into negative territory to -$3.3M, while current assets plummeted 74% to just $152K. Operating losses more than tripled to -$908K, though net income paradoxically increased to $1.6M, likely due to changes in warrant valuations or other non-operating items typical in SPAC transactions. The overall financial position reflects the cash burn and transaction costs associated with pursuing and completing the business combination.

FINANCIAL STATEMENT CHANGES
Current Liabilities
Balance Sheet
+1170.9%
$103K→$1.3M

Current liabilities surged 1170.9% — significant near-term obligations; verify ability to meet short-term debt.

Net Income
P&L
+244.4%
$475K→$1.6M

Net income grew 244.4% — bottom-line growth signals improving overall business health.

Operating Income
P&L
-222.9%
-$281K→-$908K

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Stockholders Equity
Balance Sheet
-111.2%
-$1.5M→-$3.3M

Equity declined sharply — large losses, buybacks, or write-downs reducing book value significantly.

Current Assets
Balance Sheet
-74.4%
$595K→$152K

Current assets declined 74.4% — monitor working capital adequacy and short-term liquidity.

Total Liabilities
Balance Sheet
+54.8%
$2.2M→$3.4M

Liabilities grew 54.8% — significant increase in debt or obligations, assess impact on financial flexibility.

LANGUAGE CHANGES
NEW — 2026-03-24
PRIOR — 2025-03-26
ADDED
As of March 24, 2026, 5,288,092 ordinary shares, par value $ 0.0001 per share, were issued and outstanding.
The requirement that we complete our initial business combination by March 23, 2027 (assuming our board extends the time to complete an initial business combination) may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach our dissolution deadline.
If we complete our initial business combination with Mango Financial Group Limited, as described below, we will also be subject to the risks facing such company, as described in the Form F-4 (as defined below).
On July 11, 2025, the Company entered into an Agreement and Plan of Merger (the Merger Agreement ), by and among the Company, Mango Financial Group Limited, a Cayman Islands exempted company ( Mango Financial Group Limited ), North Water Investment Group Holdings Limited ( North Water ), the parent company of Mango Financial Limited ( Mango Financial ), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company ( Merger Sub ).
Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and the Company will be the surviving corporation and will continue as a wholly-owned subsidiary of Mango Financial Group Limited (the Merger ).
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REMOVED
Accordingly, there was no market value for the registrant s ordinary shares on such date.
As of March 26, 2025, 7,328,341 ordinary shares, par value $ 0.0001 per share, were issued and outstanding.
The requirement that we complete our initial business combination by September 23, 2025 (or June 23, 2026, if we extend the time to complete an initial business combination) may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach our dissolution deadline.
If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Our amended and restated memorandum and articles of association provides that we will only redeem our Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters fees and commissions (so that we are not subject to the SEC s penny stock rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
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