What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-12-02 · 34 added, 38 removed, 86 unchanged (46% of the section changed)

10 unchanged sentences

asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

While we intend to focus

our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating an initial

business combination.

We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated

any substantive discussions, directly or indirectly, with any business combination target.

We intend to effectuate our initial business

combination using cash from the proceeds of our initial public offering and the private placement of the private units, the proceeds

of the sale of our securities in connection with our initial business combination, if any, our shares, debt, or a combination of cash,

stock and debt.

March 6, 2026, we entered into a Business Combination Agreement (the “BCA”) with Calisa Merger Sub, a Cayman Islands exempted

company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Goodvision AI Inc., a Cayman Islands exempted

company (“Goodvision”).Pursuant to the BCA, Merger Sub will merge with and into Goodvision, the separate corporate existence

of Merger Sub will cease, and Goodvision will be the surviving corporation and will continue as a wholly-owned subsidiary of the Company

(the “Merger”).

For additional information regarding Goodvision, the BCA and the transactions contemplated thereby, see the

Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 9, 2026.

of Operations

10 unchanged sentences

We expect our expenses to increase substantially after the closing of the IPO.

the three months ended September 30, 2025, we incurred formation and operating costs of $61,800 and generated bank interest income of

$17, resulting in a net loss of $61,783.

the nine months ended September 30, 2025, we incurred formation and operating costs of $84,533 and generated bank interest income of

$47, resulting in a net loss of $84,486.

the three months ended September 30, 2024, we had a net loss of $20,600 related to formation and operating costs.

the period from March 11, 2024 (inception) through September 30, 2024, we incurred a net loss of $79,459, also related to formation and

operating activities.

the three months ended March 31, 2026, we had a net loss of $53,287, which consists of a loss of $588,017 derived from formation and

operating costs offset by interest earned on cash and investments held in Trust Account of $531,350 and bank interest income of $3,380.

the three months ended March 31, 2025, we had a net loss of $0, as the Company had not yet commenced significant operations.

increase in interest income in 2026 is attributable to the proceeds held in the Trust Account following the IPO, while no such income

was earned during the comparable period in 2025.

and Capital Resources

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as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

to the completion of our initial business combination, we will have available to us the approximately $600,000 of proceeds held outside

the trust account.

As of March 31, 2026, we had $259,885 in cash held outside

the Trust Account and $60,960,574 held in the Trust Account.

We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective

2 unchanged sentences

combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating

our business.

However, if our estimates 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.

Moreover, we may need to obtain additional financing either to complete our initial

business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial

business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

believe the cash held outside the Trust Account may be sufficient to fund our operating needs prior to the completion of a Business

However, if our estimates of the costs of identifying, evaluating, negotiating and completing a Business Combination

are less than the actual costs, we may have insufficient funds available and may need to obtain additional financing.

may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem

a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Party Transactions

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at the closing date of the initial Business Combination.

Service Agreement

Company has engaged Ascendant Global Advisors Inc., an affiliate of Calisa Holding LP, to assist in preparing quarterly and annual financial

statements commencing following the consummation of the Proposed Public Offering.

The Company has agreed to pay for these services at

a fixed quarterly rate of $5,250 each quarter.

Administration

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Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have not identified any critical accounting

policies or estimates and all the significant accounting policies are described in the Note 2 of the financial

policies or estimates and all the significant accounting policies are described in the Note 2 of the consolidated financial statements.

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.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update

(“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, which requires public entities to disclose additional information about specific

expense categories in the notes to the financial statements on both an annual and interim basis.

ASU 2024-03 is effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and

related disclosures.

3 – Quantitative and Qualitative Disclosures About Market Risk

2 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis