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Item 7. Management’s Discussion and Analysis

2025-04-14 compared with 2024-04-16 · 35 added, 69 removed, 135 unchanged (44% of the section changed)

37 unchanged sentences

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

Following the IPO, we will not generate any operating

revenues until after completion of our initial business combination.

We generate income in the form of interest income on cash

and cash equivalents after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for

legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective

business combination candidates.

Following the IPO, we will not generate any operating revenues

until after completion of our initial business combination.

We generate income in the form of interest income on cash and cash equivalents

after the IPO.

After the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.

We expect our expenses to increase substantially in connection with the search for a Business Combination target.

the year ended December 31, 2024, we had a net income of $1,710,959, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $2,674,096, offset by formation and operating costs of $870,821 and unrealized loss on the

investment of $92,316.

the year ended December 31, 2023, we had a net income of $2,904,174, which consists of interest earned on marketable securities held

in Trust Account and bank interest income of $3,580,492, offset by formation and operating costs of $676,318.

the period from January 14, 2022 (inception) through the year ended December 31, 2022, we had a net loss of $42,578, which consists of

interest earned on marketable securities held in Trust Account and bank interest income of $38,228, offset by formation and operating

costs of $80,806.

Capital Resources, and Going Concern

December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares

included in the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing

of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement

December 22, 2022, we consummated the Initial Public Offering of 6,000,000 Units and, with respect to the ordinary shares included in

the Units sold, the Public Shares at $10.00 per Unit, generating gross proceeds of $60,000,000.

Simultaneously with the closing of the

Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in a private placement

to the Sponsor and EBC (365,000 private units to Sponsor and 25,000 private units to EBC), generating gross proceeds of $3,900,000.

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of the target business or businesses, make other acquisitions and pursue our growth strategies.

of December 31, 2023, we had marketable securities held in the trust account of $50,880,604 (including

$3,580,311 of interest income for the year ended December 31, 2023) consisting of U.S.

Treasury Bills with a maturity of 185 days or

Interest income on the balance in the trust account may be used by us to pay taxes.

Through December 31, 2023, we have not withdrawn

any interest earned from the trust account.

of December 31, 2024, we had marketable securities held in the trust account of $18,000,701 consisting of U.S.

government securities with a maturity of 185 days or less.

Interest income on the balance

in the trust account may be used by us to pay taxes.

Through December 31, 2024, we have not withdrawn any interest earned from the trust

of December 31, 2024, we had cash of $4,215.

We intend to use these funds 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 an initial business combination.

We will use these funds primarily to complete the business combination.

This includes conducting

ongoing due diligence, obtaining necessary regulatory and shareholder approvals, preparing required filings and disclosures, structuring

and negotiating transaction terms, and covering costs related to legal, financial, and other advisory services.

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

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to such loans.

We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe

third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust

our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination

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statements are issued or are available to be issued.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management

believes that the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of the initial

Business Combination or one year from the issuance date of this financial statements.

There is no assurance that the Company’s

plan to consummate a business combination will be successful.

As a result, there is substantial doubt about the entity’s ability

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

The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

of December 31, 2024, we had cash of $4,215 and a working capital deficit of $1,745,636.

We have incurred and expect to continue to incur

significant professional costs to remain as a public traded company and to incur transaction costs in pursuit of a Business Combination.

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we believe that these

conditions raise substantial doubt about our ability to continue as a going concern.

In addition, if we are unable to complete a Business

Combination within the Combination Period and such period is not extended, there will be a liquidation and subsequent dissolution.

a result, we have determined that such additional condition also raises substantial doubt about our ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Sheet Financing Arrangements

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Party Transactions

7, 2022, the sponsor received 1,725,000 of the Company’s ordinary shares in exchange for $25,000 paid for deferred offering costs

borne by the founder.

Up to 225,000 of such founder shares are subject to forfeiture to the extent that EBC’s over-allotment is

not exercised in full.

As a result of EBC’s election to fully exercise their over-allotment option on December 29, 2022, no founder

shares are currently subject to forfeiture.

June 3, 2022, the Company entered into an unsecured promissory note with AlphaVest Holding LP (the “Promissory Note”), pursuant

to which the Company could borrow up to an aggregate of $150,000 to cover expenses related to the IPO.

The Promissory Note expired on

the consummation of the IPO.

April 18, 2023, AlphaVest Holding LP, one of our sponsors, transferred an aggregate of 1,035,000 founder shares to Peace Capital Limited,

our other sponsor.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the completion of the initial Business Combination and (B) the date on which we complete a liquidation, merger,

share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

December 21, 2023, the Company issued a promissory note to Alphavest Holding LP, one of the Sponsors,

pursuant to which the Company could borrow an aggregate of $165,000 (the “Extension Note”) to

cover expenses in connection with the extension of Business Combination Period.

The Extension

Note is unsecured, interest-free and payable on the earlier of:

(i) March 22, 2024 or (ii) promptly after the date on which the Company

consummates a Business Combination (such earlier date, the “Maturity Date”).

Principal of this Extension Note may be drawn

down from time to time prior to the Maturity Date upon written request from the Company.

As of December 31, 2023, $165,000 was outstanding

respectively.

On April 15, 2024, we

amended and restated the Extension Note to increase the principal amount to $715,000 and extend the maturity date to the earlier of:

(i) September 12, 2024 or (ii) promptly after the date of the consummation of the business combination.

As of December 31, 2023 and 2022, the amounts due to related parties were $174,837 and $9,837, respectively, which is expected to be settled upon the

consummation of the business combination.

refer to Financial Statement Note 5 - Related Parties.

Contractual Obligations

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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.

on our consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

information appears following Item 15 of this Report and is incorporated 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