What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-25 compared with 2025-04-30 · 45 added, 32 removed, 161 unchanged (32% of the section changed)

19 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31,2025, the Company had not yet commenced any operations.

All activity through March 31, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

As of June 30, 2025, the Company had not yet commenced any operations.

All activity through June 30, 2025 relates to the Company’s formation and the initial public offering (“IPO”), which is described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

27 unchanged sentences

The Sponsor, officers, directors and advisors (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares (as defined in Note 5) as well as any common shares underlying the Private Units, and any Public Shares purchased during or after the IPO in favor of a Business Combination, (b) not to propose an amendment to our amended and restated articles of incorporation with respect to the our pre-Business Combination activities prior to the consummation of a Business Combination unless we provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

(c) not to redeem any shares (including the Founder Shares as well as any common shares underlying the Private Units) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if we do not seek stockholder approval in connection therewith) or a vote to amend the provisions of the amended and restated articles of incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, the Private Units and $15 Private Warrant (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Initial Stockholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the IPO if we fail to complete our Business Combination.

We have until 24 months from the closing of the IPO to complete a Business Combination.

If we are unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,000,000 annually) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

If we are unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of funds withdrawn for working capital purposes (not to exceed $1,200,000 in aggregate) and taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

There will be no redemption rights or liquidation distribution with respect to our warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination period.

4 unchanged sentences

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

Our only activities through March 31,2025 were organizational activities, including those necessary to prepare for the IPO and identifying and working with the target company for a Business Combination.

Our only activities through June 30, 2025 were organizational activities, including those necessary to prepare for the IPO and identifying and working with the target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

1 unchanged sentence

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.

For the three months ended March 31, 2025, the Company reported net income of $315,350, which consists of $559,755 in investment income earned in Trust Account, offset by $126,856 in general and administrative expenses and $117,549 income tax expense.

For the three months ended March 31, 2024, the Company reported a net loss of $1,297, which consists of general and administrative expenses.

For the three months ended June 30, 2025, the Company reported net income of $582,035, which consists of $842,499 in investment income earned in Trust Account, offset by $83,539 in general and administrative expenses and $176,925 income tax expense.

For the six months ended June 30, 2025, the Company reported net income of $897,385, which consists of $1,402,254 in investment income earned in Trust Account, offset by $210,395 in general and administrative expenses and $294,474 income tax expense.

For the three months ended June 30, 2024, the Company reported a net loss of $885, which consists of general and administrative expenses.

For the six months ended June 30, 2024, the Company reported a net loss of $2,182, which consists of general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2025, we held a cash balance of $550,056.

As of June 30, 2025, we held a cash balance of $517,813.

Prior to the IPO, our liquidity needs were satisfied through the $25,000 proceeds received from the Sponsor for purchase of Founder Shares (as defined below), as well as $125,000 loan from Sponsor under a promissory note (“Promissory Notes”).

2 unchanged sentences

On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest.

As of March 31, 2025, there was $160,000 outstanding balance in principle and $1,368 in accrued interest under the promissory note.

On April 1, 2025, the Company paid $160,000 in principal and $1,736 in interest As of June 30, 2025, there was no balance outstanding under the promissory note.

On January 30, 2025, we consummate our IPO of 8,000,000 Units.

3 unchanged sentences

Pursuant to the Investment Management Trust Agreement between the Company and Continental Stock Transfer and Trust (“Trustee”) signed at IPO closing, we are allowed to withdraw up to $1,000,000 annually for working capital need from the investment income earned in the Trust Account.

As of March 31, 2025, we have withdrawn $261,935 from the Trust Account.

On May 14, 2025, Company signed a side letter the Underwriter pursuant to which Company agreed to restricted the withdrawal of interest from the Trust Account for working capital needs to $1,200,000 in total.As of June, 2025, we have withdrawn $573,671 from the Trust Account.

In order to finance transaction costs in connection with a 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 (“Working Capital Loans”).

As of March 31, 2025, there were no Working Capital Loans under this arrangement.

As of June 30, 2025, there were no Working Capital Loans under this arrangement.

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

1 unchanged sentence

Off-Balance Sheet Arrangement

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

Contractual Obligations

17 unchanged sentences

On February 5, 2025, the underwriters elected to terminate their over-allotment option to purchase 1,200,000 IPO Units resulting in Sponsor to forfeit 300,000 Founder Shares.

As of March 31, 2025, there were 2,000,000 Founder Shares outstanding.

As of June 30, 2025, there were 2,000,000 Founder Shares outstanding.

The Initial Stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) twelve months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, 12 months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Public Shares for cash, securities or other property.

Promissory Notes

On October 6, 2023, we issued a promissory note to the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $150,000.

As of March 31, 2025, $125,000 outstanding under the Promissory Notes.

On October 6, 2023, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000.

The Company drew $125,000 under the promissory note.

2025, the Company paid off the entire $125,000 balance.As of June 30, 2025, there was no balance outstanding under the Promissory Notes.

The Promissory Notes are noninterest bearing and payable on the consummation of the IPO.

On January 28, 2025, we issued an unsecured promissory note of $417,000 to the Sponsor.

On January 30, 2025, the Company issued an unsecured promissory note of $417,000 to the Sponsor.

This promissory note bear interest at the rate of 12% per year and will mature on January 30, 2026.

On March 5, 2025, the company paid $257,000 in principal and $4,935 in interest.

As of March 31, 2025, there was $160,000 outstanding balance in principle and $1,368 in accrued interest under the promissory note.

On April 1, 2025, the Company paid $160,000 in principal and $1,736 in interest As of June 30, 2025, there was no outstanding balance under the promissory note.

Administrative Services Agreement

We entered into an administrative services agreement (the “Administrative Services Agreement”) with the Sponsor whereby the Sponsor will perform certain services for us for a monthly fee of $15,000.

As of March 31, 2025, we have paid $45,000 to the Sponsor.

As of June 30, 2025, we have paid $90,000 to the Sponsor.

Both executive officers of the Company serve as the managers of the Sponsor at close of the IPO.

19 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of March 31, 2025.

The Company did not have any cash equivalents as of June 30, 2025.

Deferred offering costs

2 unchanged sentences

Marketable securities held in trust account

At March 31, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the quarter ending March 31, 2025, the Company withdrew 261,935 of the interest income in the Trust Account for working capital purposes.

At June 30, 2025, substantially all of the assets held in the Trust Account were invested in a money market fund focused on U.S Treasury obligation.

During the three months ended June 30, 2025, the Company withdrew 311,736 of the interest income in the Trust Account for working capital purposes.

During the six months ended June 30, 2025, the Company withdrew 573,671 of the interest income in the Trust Account for working capital purposes.

Common stock subject to possible redemption

1 unchanged sentence

Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’

At all other times, common stock is classified as stockholders’ equity.

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

Accordingly, at March 31, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, at June 30, 2025, common stock subject to possible redemption is presented as temporary equity at redemption value, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value using the “at redemption value” method and accordingly recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Such changes are reflected in additional paid-in-capital.

Such changes are reflected in additional paid-in-capital and retained or accumulated deficit if additional paid in capital account equals zero.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

4 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of March 31, 2025 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of June 30, 2025 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

1 unchanged sentence

The company’s year-end is December 31 and no statutory tax deadline has yet occurred.

As of March 31, 2025, the Company has estimated $117,549 in income tax expense on the income earned in the Trust Account.

As of June 30, 2025, the Company has estimated $294,474 in income tax expense on the income earned in the Trust Account.

Reconciliation of Net Income (Loss) per Common Share

5 unchanged sentences

Net loss for the period from January 1, 2025 to IPO was allocated fully to the non-redeemable common shares.

Net income from IPO till March 31, 2025, was allocated to redeemable and non-redeemable common shares.

Net income from IPO till June 30, 2025, was allocated to redeemable and non-redeemable common shares.

Diluted net income per share attributable to stockholders adjusts the basic net income per share attributable to stockholders and the weighted-average shares of common share outstanding for the potentially dilutive impact of outstanding warrants.

10 unchanged sentences

The fair value of the marketable securities held in Trust Account is determined using the level 1 input.

Operating Segments

The Company operates as one operating segment.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer and Chief Financial Officer in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources.

The Company is not organized by market and is managed and operated as one business.

A single management team that reports to the CODM comprehensively manages the entire business.

Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments.

Since the Company operates in one operating segment, all required financial segment information can be found in the financial statement.

Recently issued accounting standard

Management reviewed the updates to the improvement to reporting segment under ASU 2023-07 – Segment Reporting.

The company is a special purpose acquisition company and does not have any operation.

As such the management does not have metric established to measure performance.

The management view the updated will have no material effect on the Company’s financial statement.

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

Improvements to Reportable Segment Disclosures.

ASU 2023-07, which is applicable to entities with a single reportable segment, will primarily require enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company adopted this guidance as of January 31, 2025.

The adoption resulted in disclosure changes only.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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