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Item 7. Management’s Discussion and Analysis

2026-03-12 compared with 2025-03-24 · 128 added, 127 removed, 6 unchanged (98% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those

set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in

this Form 10-K.

We are a blank check company

incorporated in the Cayman Islands on January 18, 2024, formed for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the

Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will

be successful.

Results of Operations

We have neither

engaged in any operations nor generated any revenues to date.

Our only activities from January 18, 2024 (inception) through December 31,

2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target

company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

Data” of this Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors”

and elsewhere in this Form 10-K.

are a blank check company incorporated in the Cayman Islands on January 18, 2024, formed for the purpose of effecting a merger, amalgamation,

share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the “Business

Combination”).

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering

and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from January 18, 2024 (inception) through

December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying

a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business

We generate non-operating income in the form of interest income on marketable securities held in the Trust Account.

We incur expenses

as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence

For the period from January

18, 2024 (inception) through December 31, 2024, we had a net income of $7,838,845, which consists of interest income on marketable securities

held in the Trust Account of $8,306,337 partially offset by formation and operating costs of $467,492.

Liquidity and Capital Resources

On June 12, 2024, we consummated

the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in

the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to

the Sponsor, Cantor Fitzgerald & Co., and Odeon Capital Group, LLC.

Following the Initial Public

Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $287,500,000 was

placed in the Trust Account.

We incurred $19,500,452 in Initial Public Offering related costs, including $5,000,000 of cash underwriting

fees, $13,687,500 of deferred underwriting fees, and $831,654 of other costs.

For the period from January

18, 2024 (inception) through December 31, 2024, cash used in operating activities was $165,249.

Net income of $7,838,845 was affected

by payments of formation costs through a promissory note of $8,667, payments of operation costs through a promissory note of $327,200,

interest earned on marketable securities held in the Trust Account of $8,231,350 and an unrealized gain on marketable securities held

in the Trust Account of $74,612.

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due

diligence expenses.

the year ended December 31, 2025, we had net income of $11,742,335, which consists of dividends and interest income on marketable securities

and cash held in the Trust Account of $12,368,584 partially offset by formation and operating costs of $626,249.

the period from January 18, 2024 (inception) through December 31, 2024, we had a net income of $7,838,845, which consists of interest

income on marketable securities held in the Trust Account of $8,306,337 partially offset by formation and operating costs of $467,492.

Capital Resources and Going Concern

June 12, 2024, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of

their over-allotment option in the amount of 3,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 7,000,000 Private Placement Warrants at a price of $1.00

per Private Placement Warrant to the Sponsor, Cantor Fitzgerald & Co., and Odeon Capital Group, LLC.

the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total

of $287,500,000 was placed in the Trust Account.

We incurred $19,519,154 in Initial Public Offering related costs, including $5,000,000

of cash underwriting fees, $13,687,500 of deferred underwriting fees, and $831,654 of other costs.

the year ended December 31, 2025, cash used in operating activities was $564,445.

Net income of $11,742,335 was affected by dividends

and interest earned on marketable securities and cash held in the Trust Account of $12,368,165.

Changes in operating assets and liabilities

provided $61,385 of cash for operating activities.

the period from January 18, 2024 (inception) through December 31, 2024, cash used in operating activities was $165,249.

Net income of

$7,838,845 was affected by payments of formation costs through a promissory note of $8,667, payments of operation costs through a promissory

note of $327,200, interest earned on marketable securities held in the Trust Account of $8,231,350 and an unrealized gain on marketable

securities held in the Trust Account of $74,612.

Changes in operating assets and liabilities used $33,999 of cash for operating activities.

As of December 31, 2024, we

had marketable securities held in the Trust Account of $295,805,962 (including $8,231,350 of interest income and $74,612 of unrealized

gains) consisting of U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain

conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S.

of December 31, 2025, we had marketable securities held in the Trust Account of $308,174,127 consisting of U.S.

government treasury obligations

withdraw interest from the Trust Account to pay taxes, if any.

We intend to use substantially all of the funds held in the Trust Account,

including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination,

the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

As of December 31, 2024, we

had cash of $665,430.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

and structure, negotiate and complete a Business Combination.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay

such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside

the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000

of such working capital loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of

$1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

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 a 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 Business Combination.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt

in connection with such Business Combination.

Off-Balance Sheet Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

We do not participate in transactions

that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which

would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Contractual Obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate of

$10,000 per month for office space, utilities, and administrative support services provided to members of the management team.

incurring these fees on June 10, 2024 and will continue to incur these fees monthly until the earlier of the completion of the Business

Combination and our liquidation.

The underwriters are entitled

to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than

those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant to the underwriters’

over-allotment option, or $13,687,500 in the aggregate upon the completion of the Company’s initial Business Combination subject

to the terms of the underwriting agreement.

Critical Accounting Policies

We describe our significant

accounting policies in Note 2 - Summary of Significant Accounting Policies , of the Notes to Financial Statements included in this

with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company

Act, which invest only in direct U.S.

government treasury obligations.

We may withdraw dividends and interest from the Trust Account

to pay taxes, if any.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest

earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.

To the extent that our share capital

or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust

Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue

our growth strategies.

of December 31, 2025, we had cash of $100,985.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate

target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, and structure, negotiate and complete a Business Combination.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain

of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business

Combination, we would repay such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the

working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for

such repayment.

Up to $1,500,000 of such working capital loans may be convertible into Private Placement Warrants of the post Business

Combination entity at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement

may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur

debt in connection with such Business Combination.

In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial

Statements-Going Concern,” we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition

A projected working capital deficit and the expectation of significant future costs raises substantial doubt about our ability

to continue as a going concern within one year after the date that the financial statements are issued.

Additionally, management has determined

that the mandatory liquidation and subsequent dissolution, should we be unable to complete a Business Combination, raises substantial

doubt about our ability to continue as a going concern.

We initially have until June 12, 2026 to consummate the initial Business Combination

(assuming no extensions).

It is uncertain that we will be able to consummate a Business Combination by this time.

If a Business Combination

is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

No adjustments have been made to the

carrying amounts of assets or liabilities should we be required to liquidate after June 12, 2026.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an aggregate of $10,000 per month for office space, utilities, and administrative support services provided to members of the

management team.

We began incurring these fees on June 10, 2024 and will continue to incur these fees monthly until the earlier of the

completion of the Business Combination and our liquidation.

underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the

Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.50% of the gross proceeds sold pursuant

to the underwriters’ over-allotment option, or $13,687,500 in the aggregate upon the completion of the Company’s initial

Business Combination subject to the terms of the underwriting agreement.

Accounting Policies

describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies , of the Notes to Financial

Statements included in this Form 10-K.

Our audited financial statements have been prepared in accordance with U.S.

Certain of our accounting policies require

that the Company’s management apply significant judgments in defining the appropriate assumptions integral to financial estimates.

On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that

our financial statements are presented fairly and in accordance with U.S.

Judgments are based on historical experience, terms of

existing contracts, industry trends and information available from outside sources, as appropriate.

However, by their nature, judgments

are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Recent Accounting Standards

Management does not believe

that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial

Certain of our

accounting policies require that the Company’s management apply significant judgments in defining the appropriate assumptions integral

to financial estimates.

On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and

judgments to ensure that our financial statements are presented fairly and in accordance with U.S.

Judgments are based on historical

experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate.

their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on our financial statements.

Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting

company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information

otherwise required under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

Financial Statements and Supplementary Data

This information appears following Item 15 of this

Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

information appears following Item 15 of this Report and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis