What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-15 · 43 added, 41 removed, 189 unchanged (31% of the section changed)

10 unchanged sentences

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

While we intend

to focus our search on businesses in Asia, we are not limited to a particular industry or geographic region for purposes of consummating

an initial business combination.

We have not selected any specific business combination target and we have not, nor has anyone on our

behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

We intend to effectuate

our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds

of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and

On July 11, 2025, we entered into an Agreement and Plan of Merger (as amended on September 11, 2025, April 14, 2026

and June 24, 2026, the “Merger Agreement”) with Mango Financial Group Limited, a Cayman Islands exempted company (“Mango

Group”), North Water Investment Group Holdings Limited (“North Water”), the parent company of Mango Financial Limited,

and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango Group (“Merger Sub”).

to the Merger Agreement, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease, and

the Company will be the surviving corporation and will continue as a wholly-owned subsidiary of Mango Group (the “Merger”).

For additional information regarding Mango Group, the Merger Agreement and the transactions contemplated thereby, see our Current Report

on Form 8-K, as filed with the Securities and Exchange Commission on July 14, 2025.

of Operations

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

Our only activities since inception through March 31, 2026

Our only activities since inception through June 30, 2026

were organizational activities, those necessary to prepare for the IPO described below and identifying a target company for our initial

5 unchanged sentences

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

the three months ended March 31, 2026, we had a net income of $252,400, which consists of loss of $294,218 derived from formation and

operating costs offset by interest earned on cash and investments held in Trust Account of $545,855 and bank interest income of $763.

the three months ended March 31, 2025, we had a net income of $404,677, which consists of loss of $235,799 derived from formation and

the three months ended June 30, 2026, we had a net income of $137,610, which consists of loss of $197,381 derived from formation

and operating costs offset by interest earned on cash and investments held in Trust Account of $334,439 and bank interest income

the three months ended June 30, 2025, we had a net income of $383,558, which consists of loss of $259,113 derived from formation and

operating costs offset by interest earned on cash and investments held in Trust Account of $640,013 and bank interest income of $2,658.

the six months ended June 30, 2026, we had a net income of $390,010, which consists of loss of $491,599 derived from formation and operating

costs offset by interest earned on cash and investments held in Trust Account of $880,294 and bank interest income of $1,315.

the six months ended June 30, 2025, we had a net income of $788,235, which consists of loss of $494,912 derived from formation and operating

costs offset by interest earned on cash and investments held in Trust Account of $1,276,187 and bank interest income of $6,960.

Capital Resources and Going Concern

As of March 31, 2026, our cash was $64,433.

of June 30, 2026, our cash was $54,485.

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

5 unchanged sentences

of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees, and $422,527 of other offering costs.

the three months ended March 31, 2026, cash and investments provided by operating activities was $763.

Net income of $252,400 was adjusted

by interest earned on cash and investments held in the Trust Account of $545,855.

Changes in operating assets and liabilities used $294,218

of cash for operating activities.

the three months ended March 31, 2026, cash provided by investing activities was $27,411,647.

which represents the cash withdrawn from

trust account in connection with redemption, and the extension payment deposited into the Trust account, in connection with the Company’s

extension of the deadline to consummate a Business Combination.

Such funds are subject to possible redemption by the Company’s

public shareholders in accordance with the terms of the Trust Account.

For the three months ended March 31, 2026, cash used

in financing activities was $27,411,647, consisting of payment of $27,536,647 made in relation to redemption of ordinary shares and proceed

of $125,000 from promissory notes.

of March 31, 2026, we had cash and investments held in the Trust Account of $37,622,133.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete

our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our

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.

of March 31, 2026, we had a cash balance of $64,433 held outside the Trust Account and working capital deficit of $1,351,907.

the six months ended June 30, 2026, cash used in operating activities was $9,185.

Net income of $390,010 was adjusted by interest earned

on cash and investments held in the Trust Account of $880,294.

Changes in operating assets and liabilities provided $481,099 of cash

for operating activities.

the six months ended June 30, 2026, cash provided by investing activities was $27,036,646, which represents the cash withdrawn

from trust account in connection with redemption, offset by the extension payments deposited into the Trust account, in connection with

the Company’s extension of the deadline to consummate a Business Combination.

Such funds are subject to possible redemption by

the Company’s public shareholders in accordance with the terms of the Trust Account.

the six months ended June 30, 2026, cash used in financing activities was $27,036,646, consisting of payment of $27,536,646 made

in relation to redemption of ordinary shares and proceeds of $500,000 from promissory notes.

of June 30, 2026, we had cash and investments held in the Trust Account of $38,331,573.

We intend to use substantially all of the

funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable),

to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to

complete our 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.

of June 30, 2026, we had a cash balance of $54,485 held outside the Trust Account and working capital deficit of $1,719,032.

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

98 unchanged sentences

Combination from September 23, 2025 to December 23, 2025.

As of March 31, 2026, $300,000 was outstanding under the Extension Note.

As of June 30, 2026, $300,000 was outstanding under the Extension Note.

to Related Party

7 unchanged sentences

On September 26, 2024, the Sponsor initiated the wire to return the $25,000 to

As of March 31, 2026 and December 31, 2025, there is no outstanding balance due to the related party.

As of June 30, 2026 and December 31, 2025, there is no outstanding balance due to the related party.

from Related Party

1 unchanged sentence

On September 26, 2024, the Sponsor initiated the wire to return the $25,000 to the Company.

As of March 31, 2026 and December 31, 2025,

As of June 30, 2026 and December 31, 2025,

there is no outstanding balance due from the related party.

3 unchanged sentences

for these services.

As of March 31, 2026 and December 31, 2025, no amounts remain outstanding.

As of June 30, 2026 and December 31, 2025, no amounts remain outstanding.

Administration

1 unchanged sentence

month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.

As of March 31, 2026 and December 31, 2025, an administration fee of $44,000 and $14,000 has been accrued to accrued expenses, respectively.

As of June 30, 2026 and December 31, 2025, an administration fee of $74,000 and $14,000 has been accrued to accrued expenses, respectively.

Capital Loans

3 unchanged sentences

Capital Units”) at a price of $10.00 per unit at the option of the lender.

As of March 31, 2026 and December 31, 2025, the Company

As of June 30, 2026 and December 31, 2025, the Company

has not incurred any such loans.

34 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