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Item 7. Management’s Discussion and Analysis

2026-03-23 compared with 2025-03-28 · 385 added, 406 removed, 10 unchanged (99% 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 the financial statements and the notes

thereto contained elsewhere in this Form 10-K.

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

statements that involve risks and uncertainties.

Forward Looking Statements

All statements other than statements of historical

fact included in this Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives

of management for future operations, are forward-looking statements.

When used in this Form 10-K, words such as “anticipate,”

“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us

or the Company’s management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of management,

as well as assumptions made by, and information currently available to, the Company’s management.

Actual results could differ materially

from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial

condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this Form 10-K.

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

involve risks and uncertainties.

We are a blank check company incorporated on February

22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses.

We have not selected any specific business combination target

and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination

target with respect to an initial business combination with us.

We intend to effectuate our initial business combination

using cash from the proceeds of the Initial Public Offering and the private placement of the Private Placement Shares, the proceeds of

the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements

we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target,

debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

The issuance of additional shares in connection

with a business combination to the owners of the target or other investors:

● may significantly dilute the equity interest of our public shareholders, which dilution would increase

if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one

basis upon conversion of the Founder Shares;

● may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with

rights senior to those afforded our Class A ordinary shares;

● could cause a change in control if a substantial number of our Class A ordinary shares are issued, which

may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

● may have the effect of delaying or preventing a change of control of us by diluting the share ownership

or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Eagle Share

Similarly, if we issue debt securities or otherwise

incur significant debt to bank or other lenders or the owners of a target, it could result in:

● default and foreclosure on our assets if our operating revenues after an initial business combination

are insufficient to repay our debt obligations;

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments

when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation

of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt security is payable on

inability to obtain necessary additional financing if the debt security contains covenants

restricting our ability to obtain such financing while the debt security is outstanding;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce

the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on our flexibility in planning for and reacting to changes in our business and in the industry

in which we operate;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and

adverse changes in government regulation;

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less

As indicated in the accompanying financial statements, at December

31, 2024, we had an unrestricted cash balance of $183,491 as well as investments held in the Trust Account of $260,033,862.

expect to incur significant costs in the pursuit of our initial business combination.

We cannot assure you that our plans to raise capital

or to complete our initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary to prepare

for the Initial Public Offering.

We will not generate any operating revenues until after completion of our initial business combination.

We have generated non-operating income in the form of interest income on cash and cash equivalents after the Initial Public Offering.

There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of

our audited financial statements.

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 for due diligence expenses.

For the period ended December 31, 2024, we had a net income of $2,043,928,

a loss from operations of $253,368, comprised of general and administrative expenses of $253,368, and non-operating income of

$2,297,296, comprised primarily of a gain on change in fair value of Over-Allotment Option Liability (as defined in Note 2 in the Notes

to Financial Statements below) of $236,900, cancellation of indebtedness of $26,534 and interest earned in the Trust Account of $2,033,862.

For the year ended December 31, 2023, we had a net income of $428,320, a loss from operations of $1,075, comprised of general and

administrative expenses of $1,075, and non-operating income of $429,395, comprised of cancellation of indebtedness of $429,395.

Through December 31, 2024 our efforts have been limited to organizational

activities, activities relating to the Initial Public Offering, activities relating to identifying and evaluating prospective acquisition

candidates and activities in connection with the initial business combination.

As of December 31, 2024, $260,033,862 was held in

the Trust Account (including $9,030,000 of deferred underwriting commissions).

We had cash outside of the Trust Account of $183,491 and

$100,734 in accounts payable and accrued expenses.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior

to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from the Sponsor in exchange for the

issuance of the Founder Shares to the Sponsor and up to $1,000,000 in available loans from the Sponsor.

These loans are non-interest bearing

and unsecured.

Up to $400,000 of these loans were due at the earlier of December 31, 2024 or the closing of the Initial Public Offering

(the “Initial Public Offering Promissory Note”) and up to $600,000 is payable by no later than the earlier of the closing

of our initial business combination or our liquidation.

On October 25, 2024, the Initial Public Offering Promissory Note was repaid in

On October 25, 2024, the Company consummated the

Initial Public Offering of 25,000,000 Units at $10.00 per Unit and a private sale of 350,000 Private Placement Shares at a purchase price

of $10.00 per share.

The underwriters were given 45 days from the date of the Initial Public Offering to exercise the Over-Allotment Option.

On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the issuance and sale of 800,000 Over-Allotment Option

Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private sale of an additional

8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating gross proceeds to the Company of $80,000.

connection with the closing of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding

an aggregate of 5,160,000 Founder Shares.

A total of $258,000,000 ($10.00 per Unit) from

the net proceeds of the sale of the Units in the Initial Public Offering (including the Over-Allotment Option Units) and certain proceeds

from the sale of the Private Placement Shares was placed in the Trust Account.

The proceeds are invested only 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.

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination

and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank.

We will disclose in each quarterly

and annual report filed with the SEC prior to our initial business combination whether the proceeds deposited in the Trust Account are

invested in U.S.

government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in

demand deposit accounts.

As of December 31, 2024, $260,033,862 was

held in the Trust Account (including $9,030,000 of deferred underwriting commissions).

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred

underwriting commissions) to complete our initial business combination.

We may withdraw interest for permitted withdrawals.

income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account.

the interest earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay our income taxes, if any,

and our working capital requirements.

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.

Prior to the completion of our initial business

combination, we will have available to us the approximately $250,000 of proceeds held outside the Trust Account plus permitted withdrawals.

We will use these funds to primarily 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.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business prior to our initial business combination.

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.

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

business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to,

loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

In the event that

our initial 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.

Such loans may be convertible into Private Placement

Shares of the post business combination entity at a price of $10.00 per share at the option of the lender.

The terms of such loans, if

any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of our initial business

combination, we do not expect to seek loans from parties other than the Sponsor or an affiliate of the 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 Account.

We expect our primary liquidity requirements during

that period to include approximately $1,509,000 for legal, accounting, due diligence, travel and other expenses associated with structuring,

negotiating and documenting successful business combinations, and approximately $81,000 for Nasdaq and approximately $300,000 for director

and officer liability insurance premiums.

We will also pay an affiliate of the Sponsor for office space and administrative services provided

to members of our management team in an amount equal to $15,000 per month.

These amounts are estimates and may differ materially

from our actual expenses.

In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing,

fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision

(a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors

on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have

any current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business,

the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of

the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result

of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with

respect to, prospective target businesses.

Moreover, we may need to obtain additional financing

to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held

in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the business

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

we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public

Offering and the sale of the Private Placement Shares, and, as a result, if the cash portion of the purchase price exceeds the amount

available from the Trust Account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek

additional financing to complete such proposed initial business combination.

We may also obtain financing prior to the closing of our

initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion

of our initial business combination.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to

forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering.

compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we

will be forced to liquidate the Trust Account.

In addition, following our initial business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

Controls and Procedures

We are not currently required to maintain an effective

system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

We will be required to comply with the internal control

requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025.

Only in the event that we are deemed to be a large

accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent

registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as defined in

the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirement.

Prior to the closing of the Initial Public Offering,

we did not complete an assessment, nor did our independent registered public accounting firm test our systems, of internal controls.

expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination

and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective

system of internal controls.

A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy

of internal controls.

Many small and mid-sized target businesses we may consider for our initial business combination may have internal

controls that need improvement in areas such as:

● staffing for financial, accounting and external reporting areas, including segregation of duties;

● reconciliation of accounts;

● proper recording of expenses and liabilities in the period to which they relate;

● evidence of internal review and approval of accounting transactions;

● documentation of processes, assumptions and conclusions underlying significant estimates;

● documentation of accounting policies and procedures.

Because it will take time, management involvement

and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and

market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,

particularly in the areas of designing, enhancing, or remediating internal and disclosure controls.

Doing so effectively may also take

longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management’s report on internal

controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when

required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting firm may identify additional issues concerning

a target business’s internal controls while performing their audit of internal control over financial reporting.

Quantitative and Qualitative Disclosures about

The proceeds held in the Trust Account are initially

invested only in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct

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 the financial statements and the notes thereto contained elsewhere in this Form 10-K.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Looking Statements

statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Form 10-K,

words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and

similar expressions, as they relate to us or the Company’s management, identify forward-looking statements.

Such forward-looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors

detailed in our filings with the SEC.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Form 10-K.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

are a blank check company incorporated on February 22, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,

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

not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions

directly or indirectly, with any business combination target with respect to an initial business combination with us.

intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the private placement

of the Private Placement Shares, the proceeds of the sale of our shares in connection with our initial business combination (pursuant

to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or

otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities

issuances, or a combination of the foregoing.

issuance of additional shares in connection with a business combination to the owners of the target or other investors:

may significantly dilute

the equity interest of our public shareholders, which dilution would increase if the anti-dilution provisions in the Founder Shares

resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Founder Shares;

may subordinate the rights

of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

could cause a change in

control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use

our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

may have the effect of

delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control

may adversely affect prevailing

market prices for our Units, Class A ordinary shares and/or Eagle Share Rights.

if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

default and foreclosure

on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

acceleration of our obligations

to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require

the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

our immediate payment of

all principal and accrued interest, if any, if the debt security is payable on demand;

our inability to obtain

necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the

debt security is outstanding;

using a substantial portion

of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures,

acquisitions and other general corporate purposes;

limitations on our flexibility

in planning for and reacting to changes in our business and in the industry in which we operate;

increased vulnerability

to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

limitations on our ability

to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy

and other purposes and other disadvantages compared to our competitors who have less debt.

indicated in the accompanying financial statements, at December 31, 2025, we had an unrestricted cash balance of $192,592 as well as

investments held in the Trust Account of $269,835,824.

Further, we expect to incur significant costs in the pursuit of our initial business

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

of Operations

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

Our only activities since inception have been

organizational activities and those necessary to prepare for the Initial Public Offering, and, after our Initial Public Offering, identifying a target company for a business combination.

We will not generate any operating

revenues until after completion of our initial business combination.

We have generated non-operating income in the form of interest

income on cash and cash equivalents after the Initial Public Offering.

There has been no significant change in our financial or

trading position and no material adverse change has occurred since the date of our audited financial statements.

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 for due diligence expenses.

the period year ended December 31, 2025, we had a net income of $9,764,567, a loss from operations of $1,037,395, comprised of

general and administrative expenses of $1,037,395, and non-operating income of $10,801,962, comprised primarily of

interest earned in the Trust Account of $10,801,962.

For the year ended December 31, 2024, we had a net income of $2,043,928, a

loss from operations of $253,368, comprised of general and administrative expenses of $253,368, and non-operating income

of $2,297,296, comprised primarily of a gain on change in fair value of Over-Allotment Option Liability of $236,900, of cancellation

of indebtedness of $26,534 and interest earned in the Trust Account of $2,033,862.

December 31, 2025 our efforts have been limited to organizational activities, activities relating to the Initial Public Offering,

activities relating to identifying and evaluating prospective acquisition candidates.

As of December 31, 2025, $269,835,824 was held in the Trust Account (including $9,030,000 of deferred underwriting

commissions).

We had cash outside of the Trust Account of $192,592 and $188,708 in accounts payable and accrued expenses.

and Capital Resources

liquidity needs have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution

from the Sponsor in exchange for the issuance of the Founder Shares to the Sponsor and up to $1,000,000 in available loans from the Sponsor.

These loans are non-interest bearing and unsecured.

Up to $400,000 of these loans were due at the earlier of December 31, 2024 or the

closing of the Initial Public Offering (the “Initial Public Offering Promissory Note”) and up to $600,000 is payable by no

later than the earlier of the closing of our initial business combination or our liquidation.

On October 25, 2024, the Initial Public

Offering Promissory Note was repaid in full.

October 25, 2024, the Company consummated the Initial Public Offering of 25,000,000 Units at $10.00 per Unit and a private sale of 350,000

Private Placement Shares at a purchase price of $10.00 per share.

The underwriters were given 45 days from the date of the Initial Public

Offering to exercise the Over-Allotment Option.

On December 9, 2024, the Over-Allotment Option was exercised in part, resulting in the

issuance and sale of 800,000 Over-Allotment Option Units.

Simultaneously with the closing of the sale of the Over-Allotment Option Units,

the Company completed the private sale of an additional 8,000 Private Placement Shares to the Sponsor at a price of $10.00 per share,

generating gross proceeds to the Company of $80,000.

In connection with the closing of the Over-Allotment Option, the Sponsor forfeited

2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.

total of $258,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering (including the

Over-Allotment Option Units) and certain proceeds from the sale of the Private Placement Shares was placed in the Trust Account.

proceeds are invested only 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.

the holding of these assets in this form is intended to be temporary and for the sole purpose of

facilitating the intended business combination.

and, may at any time be held as cash or cash items, including in demand deposit accounts

We will continue to disclose in each quarterly and annual report filed with the SEC prior to our initial business combination

the holding of these assets in this form is intended to be temporary and for the

sole purpose of facilitating the intended business combination and, may at any time be held as cash or cash items, including in demand

deposit accounts at a bank.

We will disclose in each quarterly and annual report filed with the SEC prior to our initial business combination

whether the proceeds deposited in the Trust Account are invested in U.S.

1 unchanged sentence

thereof or as cash or cash items, including in demand deposit accounts.

Due to the short-term nature of these investments, we believe

there will be no associated material exposure to interest rate risk.

Related Party Transactions

Founder Shares

On March 23, 2021, the Sponsor paid an aggregate

of $25,000 to cover certain offering and formation costs of the Company in consideration for 57,500,000 Founder Shares.

On June 25, 2024,

the Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in the Sponsor holding an aggregate of 7,187,500 Founder

The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture by the Sponsor to the extent that the Over-Allotment

Option was not exercised in full or in part, so that the number of Founder Shares will collectively represent 16.67% of the Company’s

issued and outstanding shares upon the completion of the Initial Public Offering (excluding the Private Placement Shares and after taking

into account the Sponsor’s forfeiture of Founder Shares in respect of the Eagle Share Rights).

In addition, the Sponsor agreed to

surrender to the Company for no consideration after the expiration of the underwriters’ Over-Allotment Option a number of Class

B ordinary shares equal to the number of Class A ordinary shares underlying the Eagle Share Rights included in the Units sold in the Initial

Public Offering.

On December 9, 2024, in connection with the partial exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500

Founder Shares, resulting in the Sponsor holding an aggregate of 5,160,000 Founder Shares.

The Sponsor and the Company’s executive

officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the

earlier to occur of (A) one year after the completion of a business combination;

and (B) subsequent to a business combination, (x) if

the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period, provided such release shall

not occur earlier than 180 days after a business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation,

share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to

exchange their Class A ordinary shares for cash, securities or other property.

Promissory Notes

On March 12, 2021, the Company issued a promissory

note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000.

On June 26, 2024, the

Company and the Sponsor amended and restated such promissory note (the “Amended and Restated Formation and Regulatory Expenses Promissory

Note”), increasing the amount that the Company may borrow thereunder to $600,000.

The Amended and Restated Formation and Regulatory

Expenses Promissory Note is non-interest bearing and payable on the earlier of the completion of the business combination or the Company’s

As of December 31, 2024, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses

Promissory Note.

On June 26, 2024, the Company the Initial Public

Offering Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $400,000.

Initial Public Offering Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2024 or (ii) the completion

of the Initial Public Offering.

On October 25, 2024, the Initial Public Offering Promissory Note then outstanding of $80,500 was repaid

Administrative Services and Indemnification

The Company entered into an agreement (the “Administrative Services

and Indemnification Agreement”) commencing October 23, 2024 through the earlier of the Company’s consummation of a business

combination and its liquidation to pay an affiliate of the Sponsor $15,000 per month for office space and administrative services and

provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public Offering or the Company’s

operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed or implied management or

endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the

Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held in the Trust Account.

For the period from October 25, 2024 to December 31, 2024, the Company incurred $30,000 in administrative services expenses under the Administrative

of December 31, 2025, $269,835,824 was held in the Trust Account (including $9,030,000 of deferred underwriting commissions).

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

Account (excluding deferred underwriting commissions) to complete our initial business combination.

We may withdraw interest for permitted

Our annual income 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 earned on the amount in the Trust Account, plus permitted withdrawals, will be sufficient to pay

our income taxes, if any, and our working capital requirements.

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.

to the completion of our initial business combination, we will have available to us the approximately $250,000 of proceeds held outside

the Trust Account plus permitted withdrawals.

We will use these funds to primarily 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.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to

our initial business combination.

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.

In order to fund working capital deficiencies or finance transaction

costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial business combination, we would

repay such loaned amounts.

In the event that our initial 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.

Such loans may be convertible into Private Placement Shares of the post business combination entity at a price of $10.00 per share at

the option of the lender.

The terms of such loans, if any, have not been determined and no written agreements exist with respect to such

Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than the Sponsor

or an affiliate of the 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 Account.

expect our primary liquidity requirements during the completion window include approximately $1,509,000 for legal, accounting, due

diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations, and

approximately $81,000 for Nasdaq and approximately $300,000 for director and officer liability insurance premiums.

We will also pay

an affiliate of the Sponsor for office space and administrative services provided to members of our management team in an amount

equal to $15,000 per month.

On April 8, 2025 and August 21, 2025, the Company withdrew $500,000 and $500,000, respectively, of interest earned on funds held in the

Trust Account for working capital requirements.

As of December 31, 2025, the Company had $1,000,000 in remaining interest earned on funds

held in the Trust Account available to be withdrawn for working capital requirements in its second year following the Initial Public Offering.

amounts are estimates and may differ materially from our actual expenses.

In addition, we could use a portion of the funds not being

placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a

down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping”

around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular

proposed business combination, although we do not have any current intention to do so.

If we entered into an agreement where we paid

for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop”

provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue

searching for, or conducting due diligence with respect to, prospective target businesses.

we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more

cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our

public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection

with such business combination.

In addition, we intend to target businesses with enterprise values that are greater than we could acquire

with the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, and, as a result, if the cash portion

of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by public

shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

We may also obtain

financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection

with our search for and completion of our initial business combination.

There is no limitation on our ability to raise funds through

the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business

combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the

Initial Public Offering.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously

with the completion of our initial business combination.

If we are unable to complete our initial business combination because we do

not have sufficient funds available to us, we will be forced to liquidate the Trust Account.

In addition, following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

and Procedures

are required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act and to

comply with the internal control requirements of the Sarbanes-Oxley Act beginning with this Annual Report for the fiscal year

ended December 31, 2025.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer

an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

to the closing of the Initial Public Offering, we did not complete an assessment, nor did our independent registered public accounting

firm test our systems, of internal controls.

We expect to assess the internal controls of our target business or businesses prior to

the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are

necessary in order to state that we maintain an effective system of internal controls.

A target business may not be in compliance with

the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls.

Many small and mid-sized target businesses we may

consider for our initial business combination may have internal controls that need improvement in areas such as:

staffing for financial,

accounting and external reporting areas, including segregation of duties;

reconciliation of accounts;

proper recording of expenses

and liabilities in the period to which they relate;

evidence of internal review

and approval of accounting transactions;

documentation of processes,

assumptions and conclusions underlying significant estimates;

documentation of accounting

policies and procedures.

it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary

for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses

in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure

Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing

our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit

and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act.

The independent registered public accounting

firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control

over financial reporting.

and Qualitative Disclosures about Market Risk

proceeds held in the Trust Account are initially invested only 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;

the holding of these assets in this form

is intended to be temporary and for the sole purpose of facilitating the intended business combination.

and, may at any time be held

as cash or cash items, including in demand deposit accounts at a bank.

We will continue to disclose in each quarterly and annual report

filed with the SEC prior to our initial business combination whether the proceeds deposited in the Trust Account are invested in U.S.

government treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit

Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate

Party Transactions

March 23, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering and formation costs of the Company in consideration

for 57,500,000 Founder Shares.

On June 25, 2024, the Sponsor surrendered for no consideration 50,312,500 Founder Shares, resulting in

the Sponsor holding an aggregate of 7,187,500 Founder Shares.

The Founder Shares included an aggregate of up to 937,500 shares subject

to forfeiture by the Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part, so that the number of

Founder Shares will collectively represent 16.67% of the Company’s issued and outstanding shares upon the completion of the Initial

Public Offering (excluding the Private Placement Shares and after taking into account the Sponsor’s forfeiture of Founder Shares

in respect of the Eagle Share Rights).

In addition, the Sponsor agreed to surrender to the Company for no consideration after the expiration

of the underwriters’ Over-Allotment Option a number of Class B ordinary shares equal to the number of Class A ordinary shares underlying

the Eagle Share Rights included in the Units sold in the Initial Public Offering.

On December 9, 2024, in connection with the partial

exercise of the Over-Allotment Option, the Sponsor forfeited 2,027,500 Founder Shares, resulting in the Sponsor holding an aggregate

of 5,160,000 Founder Shares.

Sponsor and the Company’s executive officers and directors have agreed, subject to limited exceptions, not to transfer, assign

or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of a business combination;

subsequent to a business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as

adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day period, provided such release shall not occur earlier than 180 days after a business combination, or (y) the date

on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that

results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or

other property.

March 12, 2021, the Company issued a promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate

principal amount of $300,000.

On June 26, 2024, the Company and the Sponsor amended and restated such promissory note (the

“Amended and Restated Formation and Regulatory Expenses Promissory Note”), increasing the amount that the Company may

borrow thereunder to $600,000.

The Amended and Restated Formation and Regulatory Expenses Promissory Note is non-interest bearing

and payable on the earlier of the completion of the business combination or the Company’s liquidation.

As of December 31, 2025

and 2024, there was $542,975 outstanding under the Amended and Restated Formation and Regulatory Expenses Promissory

June 26, 2024, the Company the Initial Public Offering Promissory Note to the Sponsor, pursuant to which the Company may borrow up to

an aggregate principal amount of $400,000.

The Initial Public Offering Promissory Note was non-interest bearing and payable on the earlier

of (i) December 31, 2024 or (ii) the completion of the Initial Public Offering.

On October 25, 2024, the Initial Public Offering Promissory

Note then outstanding of $80,500 was repaid in full.

Administrative

Services and Indemnification Agreement

Related Party Loans

In order to finance transaction costs in connection

with a business combination, the Sponsor or an affiliate of the 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”).

Such Working Capital Loans

would be evidenced by promissory notes.

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

Company entered into an agreement (the “Administrative Services and Indemnification Agreement”) commencing October 23, 2024

through the earlier of the Company’s consummation of a business combination and its liquidation to pay an affiliate of the Sponsor

$15,000 per month for office space and administrative services and provide indemnification to the Sponsor from any claims arising out

of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business or any claim

against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities

or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides that the

indemnified parties cannot access the funds held in the Trust Account.

For the years ended December 31, 2025 and 2024, respectively,

the Company incurred $180,000 and $30,000 in administrative services expenses under the Administrative Services and Indemnification Agreement.

As of December 31, 2025 and 2024, respectively, $13,413 and $30,000, are include in accounts payable and accrued expenses in the accompanying

balance sheets.

order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the 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”).

Such Working Capital Loans would be evidenced by promissory notes.

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 Loans.

There have been no borrowings under this arrangement to date.

Such Working Capital Loans may be convertible into Private

Placement Shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

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 Working

Capital Loans.

Commitments and Contractual Obligations

As of December 31, 2024, we did not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities.

No unaudited quarterly operating data is included

in this Form 10-K as we have not conducted any operations to date.

Administrative Services and Indemnification

On October 23, 2024, the Company entered into

an Administrative Services and Indemnification Agreement.

We agreed to pay an affiliate of the Sponsor $15,000 per month for office space

and administrative services and to provide indemnification to the Sponsor from any claims arising out of or relating to the Initial Public

Offering or the Company’s operations or conduct of the Company’s business or any claim against the Sponsor alleging any expressed

or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between

the Sponsor and the Company or any of its affiliates, which agreement provides that the indemnified parties cannot access the funds held

in the Trust Account.

As of December 31, 2024, the Company incurred $30,000 in amounts due under the Administrative Services and

Indemnification Agreement.

Underwriting Agreement

On October 23, 2024, the Company entered into

an underwriting agreement.

The Company granted the underwriters a 45-day

option to purchase up to 3,750,000 Over-Allotment Option Units.

On December 9, 2024, the Over-Allotment Option was exercised in part,

resulting in the issuance and sale of 800,000 Over-Allotment Option Units.

The underwriters are entitled to a deferred fee

of $0.35 per Unit, or $9,030,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the

Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

The underwriters received an underwriting discount

of $0.15 per Unit, or $3,870,000 in the aggregate, upon the closing of the Initial Public Offering and the Over-Allotment Option.

underwriters agreed to reimburse the Company at the closing of the Initial Public Offering for all reasonable out-of-pocket expenses and

fees (including for the avoidance of doubt, a portion of the upfront underwriting commissions payable in connection with the closing of

the Initial Public Offering) incurred by the Company in connection with the Initial Public Offering in an amount not to exceed 0.5% of

the gross proceeds of the Initial Public Offering.

On October 25, 2024, as part of the closing of the Initial Public Offering, the Company

received reimbursement from the underwriters of $1,290,000.

On December 9, 2024, in connection with the closing of the Over-Allotment

Option, the Company received reimbursement from the underwriters of $40,000.

Registration Rights Agreement

Pursuant to a registration rights agreement entered

into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of

the Working Capital Loans will be entitled to registration rights and the Company is required to register a sale of any of the securities

held by them, including any other securities of the Company acquired by them prior to the consummation of a business combination.

holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent

to the completion of a business combination.

The Company will bear the expenses incurred in connection with the filing of any such registration

Critical Accounting Policies and Estimates

The preparation of financial statements and related

disclosures in conformity with GAAP 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

period reported.

Capital Loans may be convertible into Private Placement Shares of the post-business combination entity at a price of $10.00 per share

at the option of the lender.

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 Working Capital Loans.

and Contractual Obligations

of December 31, 2025, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities].

No unaudited quarterly operating data is included in this Form 10-K as we have not conducted any operations to date.

Administrative

Services and Indemnification Agreement

October 23, 2024, the Company entered into an Administrative Services and Indemnification Agreement.

We agreed to pay an affiliate of

the Sponsor $15,000 per month for office space and administrative services and to provide indemnification to the Sponsor from any claims

arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business

or any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s

activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement provides

that the indemnified parties cannot access the funds held in the Trust Account.

As of December 31, 2025 and 2024, the Company incurred

$180,000 and $30,000, respectively, in amounts due under the Administrative Services and Indemnification Agreement.

October 23, 2024, the Company entered into an underwriting agreement.

Company granted the underwriters a 45-day option to purchase up to 3,750,000 Over-Allotment Option Units.

On December 9, 2024, the Over-Allotment

Option was exercised in part, resulting in the issuance and sale of 800,000 Over-Allotment Option Units.

underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,030,000 in the aggregate.

The deferred fee will become payable to

the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject

to the terms of the underwriting agreement.

underwriters received an underwriting discount of $0.15 per Unit, or $3,870,000 in the aggregate, upon the closing of the Initial Public

Offering and the Over-Allotment Option.

The underwriters agreed to reimburse the Company at the closing of the Initial Public Offering

for all reasonable out-of-pocket expenses and fees (including for the avoidance of doubt, a portion of the upfront underwriting commissions

payable in connection with the closing of the Initial Public Offering) incurred by the Company in connection with the Initial Public

Offering in an amount not to exceed 0.5% of the gross proceeds of the Initial Public Offering.

On October 25, 2024, as part of the closing

of the Initial Public Offering, the Company received reimbursement from the underwriters of $1,290,000.

On December 9, 2024, in connection

with the closing of the Over-Allotment Option, the Company received reimbursement from the underwriters of $40,000.

Rights Agreement

to a registration rights agreement entered into on October 23, 2024, the holders of the Founder Shares, Private Placement Shares and

shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights and the Company is required

to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the

consummation of a business combination.

The holders of these securities are entitled to make up to three demands, excluding short form

demands, that the Company register such securities.

In addition, the holders have certain “piggyback” registration rights

with respect to registration statements filed subsequent to the completion of a business combination.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with GAAP 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 period reported.

Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Class A Ordinary Shares Subject to Redemption

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder

or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary

For the fiscal year ending December 31, 2025 there were

no critical accounting estimates.

identified the following critical accounting policies:

A Ordinary Shares Subject to Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and

are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Class A ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’ equity section of our balance sheet.

The Company recognizes changes in redemption value immediately as they occur

and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting period.

or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated

The Company recognizes changes in redemption value

immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in

capital and accumulated deficit.

Recent Accounting Standards

In November 2023, the FASB issued Accounting Standards Update 2023-07

– Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures.

The ASU improves reportable segment disclosure

requirements, primarily through enhanced disclosure about significant segment expenses.

The enhancements under this update require disclosure

of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within

each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of

the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more

than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the

CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment

provide all disclosures required by this update and required under ASC 280.

The Company adopted ASU 2023-07 for the annual period ending

December 31, 2024 (see Note 10).

Management does not believe that any other recently

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

A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as

temporary equity, outside of the shareholders’ equity section of our balance sheet.

The Company recognizes changes in redemption

value immediately as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of

each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional

paid in capital and accumulated deficit.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Class A ordinary shares to

equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary

shares are affected by charges against additional paid in capital and accumulated deficit.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Financial Statements and Supplementary

Reference is made to pages F-1 through F-17 comprising a portion of

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure

Financial Statements and Supplementary Data

is made to pages F-1 through F-18 comprising a portion of this Report.

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