What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-24 compared with 2025-03-26 · 59 added, 40 removed, 110 unchanged (47% of the section changed)

29 unchanged sentences

as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the period from May 27, 2024 (inception) through the year ended December 31, 2024, we had a net income of $ $475,489, which consists

of a loss of $ $281,186 derived from formation and operating costs offset by interest earned on investments held in Trust Account of

the year ended December 31, 2025, we had a net income of $1,637,488, which consists of a loss of $908,002 derived from formation and

operating costs offset by interest earned on cash and investments held in Trust Account of $2,535,846 and bank interest income of $9,644.

the period from May 27, 2024 (inception) through the year ended December 31, 2024, we had a net income of $475,489, which consists of

a loss of $281,186 derived from formation and operating costs offset by interest earned on investments held in Trust Account of $752,079

and bank interest income of $4,596.

Capital Resources and Going Concern

the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Ordinary Shares, par value $0.0001

per share, by the Sponsor, issuance of representative shares to EarlyBirdCapital, Inc.

and advances from the Sponsor.

September 23, 2024, we consummated our IPO of Units, at $10.00 per Unit, generating gross proceeds of $60,000,000.

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offering cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees, and $422,527 of other offering

the period ended December 31, 2025, cash used in operating activities was $401,584.

Net income of $1,637,488 was affected by interest

earned on cash held in the Trust Account of $2,535,846.

Changes in operating assets and liabilities used $496,774 of cash for operating

the period from May 27, 2024 (inception) through December 31, 2024, cash used in operating activities was $369,218.

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of cash for operating activities.

the year ended December, 2025, cash used in investing activities was $1,200,000, which represents the extension payment deposited into

Trust account, in connection with the Company’s extension of the deadline to consummate a Business Combination.

are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account.

the period from May 27, 2024 (inception) through December 31, 2024, cash used in investing activities was $60,000,000, representing investment

of cash in Trust Account.

the year ended December, 2025, cash provided by financing activities was $1,200,000, consisting of $900,000 of proceeds from promissory

notes and $300,000 of proceeds from promissory notes – related party.

the period from May 27, 2024 (inception) through December 31, 2024, cash provided by financing activities was $60,834,472, primarily

due to the proceeds of $60,000,000 from initial public offering, $2,300,000 from private placement, borrowings of $261,317 from related

party, partially offset by the repayment of $261,317 to borrowings from related party, payment of $1,200,000 underwriter’s discount,

and $266,978 offering cost.

of December 31, 2025, we had cash held in the Trust Account of $64,487,925.

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businesses, make other acquisitions and pursue our growth strategies.

of December 31, 2025, we had a cash balance of $465,254 and a working capital surplus of $491,725.

We intend to use the funds held outside

the Trust Account primarily to pay existing accounts payable, identify and evaluate target business combination candidates, perform business

due diligence on prospective target businesses, pay for travel expenditures to plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate

and complete a Business Combination, and to pay for directors and officers liability insurance premiums.

of December 31, 2025 and 2024, we had a cash balance of $63,670 and $465,254, respectively.

Our working capital deficit was $1,157,343

as of December 31, 2025.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and

acquisition plans in pursuit of a Business Combination.

intend to use the funds held outside the Trust Account primarily to pay existing accounts payable, identify and evaluate target business

combination candidates, perform business due diligence on prospective target businesses, pay for travel expenditures to plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability

insurance premiums.

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

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Such working capital units would be identical to the private units sold in the private placement.

the accompanying financial statements have been prepared in conformity with U.S.

GAAP, which contemplates continuation of the Company

as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Further, we have incurred and expect

to continue to incur significant costs in pursuit of our financing and acquisition plans.

Management plans to address this uncertainty

during period leading up to the Initial Business Combination.

The Company cannot provide any assurance that its plans to raise capital

or to consummate an Initial Business Combination will be successful.

If the Company is unable to complete a Business Combination within

the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal

dissolution of the Company.

of December 31, 2025, the Company had $63,670 in its operating bank account and working capital deficit of $1,157,343.

Further, the Company

has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a Business

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability

to continue as a going concern within one year after the date that the financial statements are issued.

In addition, if the Company is

unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence

a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance that the Company’s plans to consummate

a Business Combination will be successful within the Combination Period.

As a result, management has determined that such additional

condition also raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

that the financial statements are issued.

The financial statement does not include any adjustments that might result from the outcome

of this uncertainty.

on the foregoing, management believes that the Company lacks the financial resources it needs to sustain operations for a reasonable

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These factors

among others, raise substantial doubt about the Company’s ability to continue as a going concern.

raise substantial doubt about the Company’s ability to continue as a going concern.

Contractual Obligations

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Accounting Standards

In November 2023, the FASB issued ASU

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

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

measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be

required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic

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

after December 15, 2024, with early adoption permitted.

This was effective for the Company during the year ended December 31, 2024,

and did not have a material impact to the financial statements.

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 financial

November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities

to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December

15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

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

material effect on the Company’s 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-K

Item 7. Management’s Discussion and Analysis