What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-14 · 33 added, 34 removed, 118 unchanged (36% of the section changed)

39 unchanged sentences

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.

For the three months ended June 30, 2026, we had net income of $1,699,239 comprised of $2,026,974 of interest income on the Trust Account, $18,904 of interest income on money market mutual fund, offset by $249,022 of general and administrative expenses, $16,367 of insurance expense, $21,250 of listing fees, and $60,000 of administrative support fee expense.

For the six months ended June 30, 2026, we had net income of $3,318,057 comprised of $3,846,869 of interest income on the Trust Account, $32,251 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 $381,475 of general and administrative expenses, $32,555 of insurance expense, $42,033 of listing fees, and $120,000 of administrative support fee expense.

For the period from June 9, 2025 (inception) through June 30, 2025, we had net loss of $1,147, comprised of $1,147 of formation, general and administrative costs.

Liquidity and Capital Resources

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).

As of June 30, 2026 and as of December 31, 2025, we had cash and cash equivalents of $2,166,003 and $2,637,478, respectively, and cash and marketable securities held in the Trust Account of $224,492,323 and $220,645,454, respectively.

As of June 30, 2026 and December 31, 2025 we had working capital of $2,086,172 and $2,582,429, respectively.

For the six months ended June 30, 2026, net cash used in operating activities was $(471,026) 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.

1 unchanged sentence

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, 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.

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).

29 unchanged sentences

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

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.

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 June 30, 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.

3 unchanged sentences

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, 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.

Our Sponsor has transferred, pursuant to a Securities Transfer Agreement that closed immediately prior to effectiveness of the registration statement, an aggregate of 60,000 founder shares (or 20,000 founder shares 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.

As such, as of June 30, 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.

5 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the Promissory Note was no longer available for draw down.

Administrative Services Agreement

1 unchanged sentence

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.

The Company has recorded $60,000 and $120,000 for the three and six months ended June 30, 2026, respectively, and has paid $138,710 and $18,710 under the agreement as of June 30, 2026 and December 31, 2025, respectively, resulting in no amounts outstanding as of June 30, 2026 and December 31, 2025.

Consulting Services Agreement

3 unchanged sentences

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.

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 and six months ended June 30, 2026, the Company has

incurred $126,005 and $126,005, respectively, and paid $76,035 and $76,035, respectively under the Consulting Agreement, resulting

in amounts payable of $49,970 recorded to accrued expenses on the condensed balance sheets as of June 30, 2026.

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.

9 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Contractual Obligations

4 unchanged sentences

Actual results could materially differ from those estimates.

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

We have not identified any critical accounting estimates as of June 30, 2026.

Recent Accounting Standards

3 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis