UCSB Acquisition registers 6,000,000 units for sale

We do not have any specific business combination under consideration and neither we nor anyone acting on our behalf has, directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, regarding such a transaction.

One of our founders is our sponsor, QUANT CORE HOLDINGS LIMITED, a British Virgin Islands business company with limited liability.

Pursuant to the NASDAQ listing rules, our initial business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for such business combination, although this may entail simultaneous acquisitions of several target businesses.

For further information, see “ Risk Factors — We may issue additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks ” on page 70, and “ Risk Factors — We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination .” on page 58 of this prospectus.

As a special purpose acquisition company, our current business activities only involve preparation of this offering and will involve searching for targets and consummation of a business combination following this offering.

if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities on a national securities exchange or in the over-the-counter trading market in the U.S. may be prohibited, under the HFCAA.

Certain of our officers and directors are located in or have significant ties to China, which may make it more difficult for us to consummate an initial business combination.

The Chinese government may intervene or influence our operations at any time through our directors and officers who are based in or have significant ties in China, which could result in a material change in our search for a target business and the value of the securities we are offering.

We may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or their affiliates.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

Our amended and restated memorandum and articles of association will designate the courts of the British Virgin Islands as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders,

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ memorandum and articles of association or other charter documents has been challenged in legal proceedings.

We are offering 6,000,000 units at an offering price of $10.00 per unit.

Gross proceeds From offering $ 60,000,000

Net proceeds of the offering and private placement 60,950,000

The following table shows the use of the approximately $500,000 of net proceeds not held in the trust account for working capital purposes:

Our sponsor has agreed to purchase an aggregate of 186,275 private units at a price of $10.00 per private unit

Promissory note – related party (2) $ 50,000 $ -

Over-allotment option liability (5) - 79,290

Ordinary shares, with no par value, 0 and 6,000,000 shares are subject to possible redemption, respectively (3) (4)

Accumulated deficit (25,414 ) (25,414 )

Total capitalization $ 49,586 $ 60,949,586

As of July 10, 2026, our net tangible book deficit was $85,014, or approximately $0.03 per share of ordinary shares.

Public offering price $ 8.00 $ 8.00

Pro forma net tangible book value after this offering $ 6.59 $ 6.61

Dilution to public shareholders 17.6 % 17.4 %

We are a blank check company incorporated in the British Virgin Islands on June 11, 2026 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses.

As indicated in the accompanying financial statements, we had no cash and cash equivalents and a working capital deficit of $85,014 as of July 10, 2026.

We intend to use substantially all of the net proceeds of this offering, including the funds held in the trust account, to acquire a target business or businesses and to pay our expenses relating thereto.

Our sponsor has committed to purchase from us an aggregate of 186,275 private units at a price of $10.00 per private unit ($1,862,750 in the aggregate) in a private placement that will occur simultaneously with the closing of this offering.

The Company is qualified as an EGC and made an election for all new or revised accounting standards.

The Company is in the process of evaluating the impact of adopting this new guidance on its financial statements.

We are a newly incorporated blank check company in the British Virgin Islands as a business company with limited liability.

Our sponsor, QUANT CORE HOLDINGS LIMITED, is a British Virgin Islands business company formed as an investment vehicle holding the security of us and as the sponsor of the offering. The sole shareholder of the sponsor is Chun Hin Leslie Chow

As of October 30, 2026, the sponsor has loaned us $150,167 in total under the note, which will be used to pay formation and a portion of the expenses of this offering.

Founder shares held by sponsor (1) 1,450,000 15.70 % $ 24,275 0.04 % $ 0.0167

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.

we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital of a target.

Chun Hin Leslie Chow, Chairman, Director and Chief Executive Officer

We have established a compensation committee of the Board of Directors, effective immediately upon the pricing of this offering. The members of our compensation committee will include Sze Ho Freddy Yeung, Amy DeBuysere and Tracy Chui-Kam Ng.

We have established a nominating committee of the Board of Directors, effective immediately upon the pricing of this offering. The members of our nominating committee will include Sze Ho Freddy Yeung, Amy DeBuysere and Tracy Chui-Kam Ng.

We will adopt a Code of Ethics applicable to our directors, officers and employees.

These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

QUANT CORE HOLDINGS LIMITED (3)

1,636,275 (6) 21.29 %

1,646,275 (6) 21.42 %

Chun Hin Leslie Chow is the sole director of QUANT CORE HOLDINGS LIMITED , our sponsor.

Chun Hin Leslie Chow beneficially owns 100% issued and outstanding shares of the sponsor.

and (ii) 10,000 founder shares transferred by our sponsor to Mr. Chow as Chief Executive Officer.