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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2026-01-12 · 59 added, 31 removed, 93 unchanged (49% of the section changed)

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(ii) “founder shares” are to shares of our Class B ordinary shares initially purchased by our Sponsor in a private placement prior to our Initial Public Offering, and the shares of our Class A ordinary shares issued upon the conversion thereof;

and (iii) “Sponsor” are to Samara Acquisition Sponsor V Ltd., a Delaware limited liability company.

and (iii) “Sponsor” are to Samara Acquisition Sponsor V Ltd., a Cayman Islands exempt company.

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 report.

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Special Note Regarding Forward-Looking Statements

This quarterly report, including statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements.

These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not a forward-looking statement.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Report 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 Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and 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.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information identifying some of the important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the discussion under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our final prospectus filed with the U.S.

Securities and Exchange Commission (the “SEC”) on December 2, 2025.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a newly incorporated blank check company, incorporated 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 or entities.

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After the Initial Public Offering, 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 three months ended March 31, 2026 we had net income of $1,618,818 comprised of $1,819,895 of interest income on the Trust Account, $13,347 of interest income on money market mutual fund, and a gain of $15,000 on the extinguishment of the over-allotment option liability, offset by $132,453 of general and administrative expenses, $16,188 of insurance expense, $20,783 of listing fees, and $60,000 of administrative support fee expense.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior to

the completion of this offering through $25,000 paid by the Sponsor to cover certain of our offering and formation costs in exchange

for the issuance of the founder shares to our Sponsor and up to $300,000 in loans from our Sponsor.

As of March 31, 2026 and as of December 31, 2025, we had cash and cash equivalents of $2,381,432 and $2,637,478, respectively, and cash and marketable securities held in the Trust Account of $222,465,349 and $220,645,454, respectively.

As of March 31, 2026 and December 31, 2025 we had working capital of $2,397,540 and $2,582,429, respectively.

For the three months ended March 31, 2026, net cash used in operating activities was $(255,597) and net cash used in financing activities was $(449).

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering (defined below) through $25,000 paid by the Sponsor to cover certain of our offering and formation costs in exchange for the issuance of the founder shares to our Sponsor and up to $300,000 in loans from our Sponsor.

On December 3, 2025, the Company consummated the initial public offering (the “Initial Public Offering”) of 22,000,000 units (the “Units”), including the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $220,000,000.

Each Unit consists of one Class A ordinary share (the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 770,000 units (the “Private Units” and, with respect to the Class A ordinary shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $10.00 per Private Unit, in a private placement to the Company’s sponsor, Samara Acquisition Sponsor V Ltd.

(the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street, LLC (the “Underwriters”), the representative of the underwriter in the Initial Public Offering, generating gross proceeds of $7,700,000.

Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Transaction costs amounted to $13,717,902, consisting of $4,400,000 of cash underwriting fee, up to $8,800,000 of deferred underwriting fee (based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and the Underwriters), a $102,000 over-allotment option liability, and $415,902 of other offering costs.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 770,000 units (the “Private Units” and, with respect to the Class A ordinary

shares included in the Private Units being offered, the “Private Placement Shares”) at a price of $10.00 per Private Unit,

in a private placement to the Company’s sponsor, Samara Acquisition Sponsor V Ltd.

(the “Sponsor”), and Cohen &

Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters and lead book-running

manager (the “Representative”) and Clear Street, LLC, as acting co-manager (together with the Representative, the “underwriters”),

generating gross proceeds of $7,700,000.

Each Private Unit consists of one Class A ordinary share and one-half of one redeemable warrant

(the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”).

Each whole Warrant entitles

the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

Transaction costs amounted to $13,717,902, consisting

of $4,400,000 of cash underwriting fee, up to $8,800,000 of deferred underwriting fee (based on the percentage of funds remaining in the

Trust Account after redemptions of Public Shares in accordance with the Underwriting Agreement between the Company and the Representative),

a $102,000 over-allotment option liability, and $415,902 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

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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 (see Note 9).

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

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

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company

holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

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

As of September 30, 2025, we had $37,006 in cash, and a working capital deficiency of $205,090.

We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

Our plans to raise capital and to consummate our initial business combination may not be successful.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern”, as of March 31, 2026, the Company has sufficient liquidity to meet its working capital needs until a minimum of one year from the date of issuance of this financial statement.

The Company cannot assure that its plans to raise capital or consummate an initial Business Combination will be successful.

Related Party Transactions

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Up to 1,000,000 of the founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, to transfer 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share (see Note 9).

The Company will account for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognize the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, 20,000 founder shares (or 60,000 in the aggregate) to each of Parker White, a director of the Company and the Company’s director nominees, Tyler Evans and Pierre Rochard, for the sum of $0.003 per share.

The Company accounted for the transfer of founder shares to the directors in accordance with ASC 718, “Stock Based Compensation” and recognized the grant date fair value of the 60,000 founder shares as compensation costs upon the consummation of the Initial Public Offering.

On January 17, 2026, the remainder of the underwriters’ over-allotment option expired, resulting in the Sponsor forfeiture of 333,334 Class B ordinary shares.

As such, as of March 31, 2026 and December 31, 2025, there were 7,333,333 and 7,666,667 Class B ordinary shares issued and outstanding.

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their respective founder shares and Private Units until the date that is (i) in the case of the founder shares, the earlier of (A) six months after the date of the consummation of an initial Business Combination or (B) subsequent to an initial Business Combination, the date on which consummation of a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination which results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the Private Units or any securities underlying the Private Units, until 30 days after the completion of an initial Business Combination.

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The Promissory Note will be repaid out of the offering proceeds that has been allocated to the payment of offering expenses.

As of September 30, 2025, the Company had borrowed $149,000 under the Promissory Note.

As of December 3, 2025, the date of the Company’s Initial Public Offering, the Company had borrowed $149,000 under the Promissory Note which was repaid in full as of the closing of the Initial Public Offering.

As of March 31, 2026 and December 31, 2025, the Promissory Note was no longer available for draw down.

Administrative Services Agreement

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Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 per month fee.

The Company has recorded $60,000 and $18,710 for the three months ended March 31, 2026 and for the period from June 9, 2025 (inception) through December 31, 2025, respectively, and has paid $78,710 and $18,710 under the agreement as of March 31, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of March 31, 2026 and December 31, 2025.

Consulting Services Agreement

On March 26, 2026, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Samara Capital Advisors, LLC (“SCA”), a Delaware limited liability company wholly and solely owned by Vikas Mittal, the Managing Member of the Company’s Sponsor, Samara Acquisition Sponsor V Ltd.

Accordingly, SCA is a related party of the Company within the meaning of Item 404 of Regulation S-K.

Pursuant to the Consulting Agreement, SCA will serve as a paying agent to administer staffing costs for personnel engaged to support the Company’s financial analysis, accounting, SEC filing preparation, transaction readiness, operations, investor relations, and Business Combination activities.

SCA will receive pre-approved funds from the Company and disburse those funds to engaged staff for compensation, employment taxes, benefits, and directly associated employment expenses.

All amounts paid to SCA are intended to represent direct pass-through costs, including a mark-up to cover employment taxes and employee benefits.

SCA does not charge the Company a management fee, origination fee, or administrative surcharge.

The arrangement is structured with the intention that no profit will accrue to SCA or to Vikas Mittal;

however, actual net results to SCA may vary depending on staffing levels, personnel changes, and employment-related costs incurred during any given period.

Estimated monthly disbursements to SCA are approximately $50,000, and shall not exceed this amount without advance Audit Committee approval.

All amounts payable to SCA under the Consulting Agreement will be funded from the Company’s working capital.

For the three months ended March 31, 2026, the Company has not paid any amounts under the Consulting Agreement.

The engagement of SCA under the Consulting Agreement is expressly contemplated by and consistent with the terms of the Company’s final prospectus filed with the SEC on December 2, 2025, which provides that the Sponsor or an affiliate of the Sponsor may be engaged as an advisor or otherwise in connection with the initial Business Combination and compensated at market-standard rates from available working capital funds.

This arrangement was reviewed and approved by the independent members of the Audit Committee of the Company’s Board of Directors as a related-party transaction pursuant to the Company’s Related-Party Transaction Policy.

Vikas Mittal was recused from all Audit Committee and Board deliberations, discussions, and votes relating to the Consulting Agreement.

Vikas Mittal has represented to the Audit Committee that he does not intend to personally receive any direct financial benefit, compensation, distribution, or economic gain from any payment made by the Company to SCA under the Consulting Agreement.

Related Party Loans

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Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of September 30, 2025, no such Working Capital Loans were outstanding.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Contractual Obligations

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Actual results could materially differ from those estimates.

We have not identified any critical accounting estimates as of September 30, 2025.

We have not identified any critical accounting estimates as of March 31, 2026.

Recent Accounting Standards

Refer to Note 2 – Significant Accounting Policies in Part I.

Financial Statements.

Refer to Note 2 – Significant Accounting Policies in the Notes to the Financial Statements.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis