What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-04-07 compared with 2024-03-11 · 74 added, 86 removed, 185 unchanged (46% of the section changed)

9 unchanged sentences

in this Report.

are a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a

were a blank check company incorporated on February 9, 2021 as a Cayman Islands corporation and formed for the purpose of effecting a

merger, share exchange, asset acquisition, share purchase, reorganization or similar transaction (“Business Combination”)

with one or more businesses or entities.

While we may pursue an acquisition opportunity in any business, industry, sector, or geographical

location, we have focused, and intend to focus, on industries that complement our management’s background and to capitalize on

the ability of our management team to identify and acquire a business.

We may pursue a transaction in which our shareholders immediately,

prior to completion of our initial Business Combination, would collectively own a minority interest in the combined post-Business Combination

We intend to effectuate our initial Business Combination using cash from the proceeds of our initial public offering (the “IPO”)

and the sale of the private placement warrants, our shares, debt or a combination of cash, equity 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.

We effectuated our initial Business Combination using cash from the proceeds of our initial

public offering (the “IPO”) and the sale of the private placement warrants, our shares, debt or a combination of cash, equity

February 17, 2025, we completed our Business Combination with Aspire Biopharma Holdings, Inc.

of Operations

10 unchanged sentences

to operate and maintain the Company as we pursue one or more Business Combinations.

the year ended December 31, 2023, we had a net income of $4,464,079, which consisted of operating expenses of $1,340,168 and interest expense on debt discount of $8,966, offset by

interest income of $5,813,213.

the year ended December 31, 2022, we had a net income of $3,340,238, which consisted of interest income of $4,316,583, offset by operating

expenses of $976,345.

the year ended December 31, 2024, we had a net loss of $12,537,472, which consisted of other expenses of $9,105,853, operating expenses

of $3,088,671 and interest expense on debt discount of $891,624, offset by Interest earned on investments held in Trust Account of $548,676.

the year ended December 31, 2023, we had a net income of $4,464,079, which consisted of operating expenses of $1,340,168 and interest

expense on debt discount of $8,966, offset by interest income of $5,813,213.

and Capital Resources

13 unchanged sentences

$13,781,323 and net cash used in financing activities was $2,620,789.

the year ended December 31, 2022, net cash used in operating activities was $1,408,786, net cash used in investing activities was $294,687,500

and net cash provided by financing activities was $296,593,545 mainly reflecting the proceeds of the IPO and subsequent deposit into

the Trust Account.

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

Account (less taxes payable and deferred underwriting commissions), to complete our initial Business Combination.

We may withdraw interest

income (if any) to pay taxes, if any.

Our annual tax obligations will depend on the amount of interest and other income earned on the

amounts held in the Trust Account.

We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient

to pay our taxes.

To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial 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.

the year ended December 31, 2023, net cash used in operating activities was $653,107, net cash provided by investing activities was $284,916,127

and net cash used in financing activities was $284,760,279.

of December 31, 2024, the Company had $0 in its operating bank account, $6,668,522 in securities held in the Trust Account to be used

1 unchanged sentence

As of December 31, 2024, $548,676 of the amount in the Trust Account is represented as interest earned on investments held in the Trust

Company has until May 23, 2024 to consummate an initial Business Combination.

However, if the Company anticipates that it may not be

able to consummate an initial Business Combination prior to May 23, 2024, its shareholders may vote by special resolution to amend the

Company’s amended and restated memorandum and articles of association to extend the period of time that the Company has to consummate

the initial Business Combination (any such extended period of time, an “Extension Period”).

the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating

prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company may need to raise

additional capital through loans or additional investments from New Sponsor, shareholders, officers, directors, or third parties.

Company’s officers, directors and New Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any

time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

the Company may not be able to obtain additional financing.

Unless the shareholders vote for an additional extension, the remaining life

of the Company as of December 31, 2023 is under 12 months.

the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could

include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period

of time, which is considered to be one year from the issuance date of the consolidated financial statements.

These consolidated financial

statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that

might be necessary should the Company be unable to continue as a going concern.

the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective

acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target

business to acquire, and structuring, negotiating and consummating the Business Combination with Aspire.

The Company completed its Business

Combination on February 17, 2025 with Aspire, and has raised sufficient capital for its operations.

Party Transactions

29 unchanged sentences

on a cashless basis.

February 16, 2021, the Original Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO

pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of September 30,

2022 or the completion of the IPO.

The Note was paid off in January 2022 after the IPO.

December 21, 2023 the Company entered into a Loan and Transfer Agreement between the Company, the Sponsor, and SSVK Associates, LLC (the

“Lender”), pursuant to which the Lender loaned an aggregate of $250,000 to the Sponsor, and, in turn, the Sponsor loaned

$250,000 to the Company.

As of December 31, 2023 and December 31, 2022, there was $155,848 and $0 in borrowings under the agreement,

respectively.

The debt discount is being amortized to interest expense as a non-cash

charge over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date

at the time of each draw.

During the year ended December 31, 2023, the Company recorded $8,966 of interest expense related to the amortization

of the debt discount.

The remaining balance of the debt discount as of December 31, 2023 amounted to $143,464.

addition, in order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New

Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds

held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held

outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working

order to finance transaction costs in connection with a Business Combination, the New Sponsor or an affiliate of the New Sponsor, or

certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of

the post Business Combination entity at a price of $1.50 per warrant.

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity

at a price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

As of December 31, 2024 and 2023,

$449,214 and $0 in Working Capital Loans were outstanding, respectively.

December 21, 2023, the Company entered into a Loan and Transfer Agreement with the New Sponsor and SSVK Associates, LLC (“SSVK”),

pursuant to which SSVK loaned an aggregate of $250,000 to the New Sponsor, and, in turn, the New Sponsor loaned $250,000 to the Company.

As of December 31, 2024 and 2023, there was $250,000 and $155,848 in borrowings under the agreement, respectively.

The debt discount

is being amortized to interest expense as a non-cash charge over the term of the loan and transfer liability, in which is generally the

Company’s expected Business Combination date at the time of each draw.

The remaining balance of the debt discount as of December

31, 2024 and 2023 amounted to $0 and $143,464, respectively.

During the year ended December 31, 2024 and 2023, the Company recorded $0 and

$8,966, respectively, of interest expense related to the amortization of the debt discount.

January 9, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee”),

pursuant to which Apogee loaned an aggregate of $50,000 to the New Sponsor, and, in turn, the New Sponsor loaned the $50,000 to the Company.

January 10, 2024, the Company entered into a Loan and Transfer Agreement with the New Sponsor and Jinal Sheth (“Sheth”),

pursuant to which Sheth loaned an aggregate of $150,000 to the New Sponsor and the New Sponsor loaned $150,000 to the Company.

December 3, 2024, the Company entered into a second Loan and Transfer Agreement with the New Sponsor and Apogee Pharma (“Apogee

2”), pursuant to which Apogee 2 loaned an aggregate of $50,000 to the New Sponsor and the New Sponsor loaned $50,000 to the Company.

As of December 31, 2024, there was $465,722 in aggregate borrowings under

the Loan and Transfer Agreements with Apogee and Sheth.

The debt discount is being amortized to interest expense as a non-cash charge

over the term of the loan and transfer liability, in which is generally the Company’s expected Business Combination date at the

time of each draw.

The remaining balance of the debt discount as of December 31, 2024 amounted to $33,492.

During the year ended December

31, 2024, the Company recorded $425,436 of interest expense related to the amortization of the debt discount.

Administrative

59 unchanged sentences

deficit section of our balance sheets.

Income (loss) Per Share of Ordinary shares

(Loss) Income Per Share of Ordinary shares

apply the two-class method in calculating earnings per share.

7 unchanged sentences

Accounting Standards

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

effect on the Company’s consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its condensed consolidated

financial statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief

operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported

measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation

of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and

entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within

fiscal years beginning after December 15, 2024, with early adoption permitted.

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

39 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-K

Item 7. Management’s Discussion and Analysis