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Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-06 · 155 added, 93 removed, 55 unchanged (82% of the section changed)

20 unchanged sentences

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

Our only activities since inception through September 30,

Our only activities since inception through March 31,

2025 were organizational activities, those necessary to prepare for the IPO described below and identifying a target company for our

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

We expect to generate non-operating income in the form of interest income on marketable securities held after the IPO.

expect that we will 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 in connection with searching for, and completing, a Business Combination.

the three months ended September 30, 2024, we had a net deficit of $31,278, which consists of loss of $87,519 derived from formation

and operating costs offset by interest earned on investments held in Trust Account of $56,234 and bank interest income of $7.

the period from May 27, 2024 (inception) through September 30, 2023, we had a net deficit of $91,197, which consists of loss of

$147,438 derived from formation and operating costs offset by interest earned on investments held in Trust Account of $56,234 and

bank interest income of $7.

We expect to generate non-operating income in the form of interest income on cash and investments held in trust

We expect that we will 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 in connection with searching for, and completing, a

Business Combination.

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 operating costs offset by interest earned on cash and investments held in Trust Account of $636,174 and bank interest income of

Capital Resources and Going Concern

Until the consummation of the

Initial Public Offering, our only source of liquidity was mainly advances of $261,317 from our sponsors, and $25,000 initial

purchase of ordinary shares, par value $0.0001 per share, by the Sponsor, $1,450 issuance of Founder shares to EarlyBirdCapital,

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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a private placement to the Sponsors, generating total gross proceeds of $2,300,000.

Following the Initial Public Offering and the

private placement, an aggregate of $60,000,000 ($10.00 per Unit) was placed in the Trust Account.

We incurred transaction costs of transaction costs

amounted to $3,722,528 (net of $300,000 underwriters cash reimbursement of deferred offering cost), consisting of $1,200,000 of cash underwriting

fees, $2,100,000 of deferred underwriting fees, and $566,978 of other offering costs.

For the period from May 27, 2024 (inception)

through September 30, 2024, cash used in operating activities was $258,602.

Net loss of $91,197 was affected by interest earned on cash

held in the Trust Account of $56,234.

Changes in operating assets and liabilities used $111,171 of cash for operating activities.

As of September 30, 2024, we had cash held in the Trust Account of

We may withdraw interest from the Trust Account to pay taxes, if any (which interest shall be net of taxes payable and up

to $200,000 of interest per year that may be released to us for working capital purposes).

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.

As of September 30, 2024, we had a cash balance

of $575,870 and a working capital surplus of $596,260.

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.

In addition, we could use a portion of the funds

not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business

or as a down payment with respect to a particular proposed business combination, although we do not have any current intention to do so.

If we enter into an agreement where we pay for the right to receive exclusivity from a target business, the amount that would be used

as a down payment would be determined based on the terms of the specific business combination and the amount of our available funds at

Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds

to continue searching for, or conducting due diligence with respect to, prospective target businesses.

The management estimates that we may have insufficient

funds available to operate our business prior to our initial business combination.

In order to fund working capital deficiencies or finance

transaction costs in connection with an intended initial business combination, our sponsor, officers, directors or their affiliates may,

but are not obligated to, loan us funds as may be required on a non-interest bearing basis.

Therefore, there is no guarantee that

the Company may receive such funds as it is up to their sole discretion.

In the case that the Company receive such fund support, if the

Company completes its initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial Business

Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital

Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of such loans may be convertible

into working capital units at a price of $10.00 per unit at the option of the lender.

Such working capital units would be identical to

the private units sold in the private placement.

Accordingly, the accompanying unaudited 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.

Based on the foregoing, management believes that the Company lacks

the financial resources it needs to sustain operations for a reasonable period of time.

Moreover, management’s plans to consummate

the initial business combination may not be successful.

These factors, among others, raise substantial doubt about the Company’s

ability to continue as a going concern.

the Initial Public Offering and the private placement, an aggregate of $60,000,000 ($10.00 per Unit) was placed in the Trust Account.

We incurred transaction costs amounted to $3,722,528 (net of $300,000 underwriters cash reimbursement of deferred

offering cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees, and $566,978 of other offering

the three months ended March 31, 2025, cash and investments used in operating activities was $150,069.

Net income of $404,677 was

adjusted by interest earned on cash and investments held in the Trust Account of $636,174.

Changes in operating assets and

liabilities used $81,428 of cash for operating activities.

of March 31, 2025, we had cash and investments held in the Trust Account of $61,388,253.

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, 2025, we had a cash balance of $315,185 and a working capital of $282,923.

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.

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

assist us with our search for a target business or as a down payment with respect to a particular proposed business combination, although

we do not have any current intention to do so.

If we enter into an agreement where we pay for the right to receive exclusivity from a

target business, the amount that would be used as a down payment would be determined based on the terms of the specific business combination

and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result of our breach or otherwise) could

result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target

management estimates that we may have insufficient funds available to operate our business prior to our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,

our sponsor, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required on a non-interest

bearing basis.

Therefore, there is no guarantee that the Company may receive such funds as it is up to their sole discretion.

case that the Company receive such fund support, if the Company completes its initial Business Combination, the Company would repay the

Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of the working

capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay

the Working Capital Loans.

Up to $1,500,000 of such loans may be convertible into working capital units at a price of $10.00 per unit

at the option of the lender.

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

the accompanying unaudited 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.

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

period of time.

Moreover, management’s plans to consummate the initial business combination may not be successful.

These factors,

among others, 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.

Party Transactions

refer to Financial Statement Note 5 - Related Parties.

Shares and EBC Founder Shares

May 29, 2024, the Sponsors received 1,725,000 Founder Shares in exchange for $25,000 paid for deferred offering costs borne by the Sponsors.

Up to 225,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised

May 30, 2024, Cayson Holding LP, one of our Sponsors, transferred an aggregate of 862,500 founder shares to Yawei Cao, our other sponsor,

Chairman and CEO.

May 30, 2024, we issued to EBC 100,000 EBC founder shares for a purchase price of approximately $0.014 per share and an aggregate purchase

price of $1,450.

The Company had received payment for the purchase of the EBC Founder Shares.

October 15, 2024, the underwriters elected to terminate their over-allotment option and as a result an aggregate of 225,000 Founder Shares

were forfeited by the Sponsors and cancelled.

Founder Shares and EBC Founder Shares are identical to the ordinary shares included in the Public Units, and holders of Founder Shares

and EBC Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares and EBC Founder shares

are subject to certain transfer restrictions, as described below;

(ii) the initial shareholders and EBC have agreed (A) to waive their

redemption rights with respect to any Founder Shares and EBC Founder Shares in connection with the completion of the initial Business

Combination, (B) to waive their redemption rights with respect to their Founder Shares and EBC Founder Shares in connection with a shareholder

vote to approve an amendment to the amended and restated memorandum and articles of association to (a) modify the substance or timing

of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem

100% of the Public Shares if the Company does not complete the initial Business Combination within 12 months from the closing of this

offering (or up to 21 months, if we extend the time to complete an initial business combination) from the closing of the Initial Public

Offering or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

activity, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and EBC

Founder Shares held by them if the Company fails to complete the initial Business Combination within 12 months from the closing of this

offering (or up to 21 months, if we extend the time to complete an initial business combination, and (iii) the Founder Shares and EBC

Founder Shares are entitled to registration rights.

If the Company submits the initial Business Combination to the public shareholders

for a vote, the initial shareholders have agreed (and their permitted transferees will agree) to vote any Founder Shares and any Public

Shares purchased by them in or after the Initial Public Offering (including in open market and privately-negotiated transactions) in

favor of the initial Business Combination.

Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur

(A) six months after the date of the consummation of an Initial Business Combination, (B) any time after the 90 th day

after the consummation of an Initial Business Combination where the volume weighted average price of the ordinary shares equals or exceeds

$12.00 (as adjusted for share splits, dividends, combinations or similar actions) for twenty trading days out of any thirty consecutive

trading day period or (C) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction

after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares

for cash, securities or other property.

founder shares will not, subject to certain exceptions, be transferred, assignable, or salable (except to permitted transferees) until

30 days after the date of the consummation of our initial business combination.

Note — Related Party

June 3, 2024, the Sponsors issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which

the Company may borrow up to an aggregate principal amount of $300,000.

The Promissory Note is non-interest bearing and payable on the

earlier of (i) December 31, 2024, or (ii) the consummation of the Initial Public Offering.

On the date of closing of the IPO on September

23, 2024, no amounts were outstanding under the Promissory Note and the Promissory Note then expired upon the consummation of the IPO.

to Related Party

Sponsors paid certain formation, operating or deferred offering costs on behalf of the Company.

These amounts were due on demand and

non-interest bearing.

During the period from May 27, 2024 (inception) through September 23, 2024, the Sponsors had paid $261,317 on behalf

of the Company.

On September 23, 2024, the Company repaid $286,317 out of the offering proceeds held in trust account, resulting in a

$25,000 due from the sponsor as of September 23, 2024.

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

As of March 31, 2025 and December 31, 2024, there is no outstanding balance due to the related party.

from Related Party

the closing of the IPO, $25,000 was over funded to the Sponsor for the repayment of amounts due to related party as described above.

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

As of March 31, 2025 and December 31, 2024,

there is no outstanding balance due from the related party.

Services Agreement

Company engaged TenX Global Capital LP (“TenX”) as a related party consultant in connection with the formation and initial

public offering.

During the period from May 27, 2024 (inception) through December 31, 2024, $150,000 has been paid through sponsor as

deferred offering costs for these services.

As of March 31, 2025 and December 31, 2024, no amounts remain outstanding.

Administration

on September 19, 2024, one of the Sponsors will be allowed to charge the Company an allocable share of its overhead, up to $10,000 per

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, 2025 and December 31, 2024, an administration fee of $4,194 has been accrued to accrued expenses, respectively.

Capital Loans

order to finance the Company’s transaction costs in connection with its search for and consummation of a Business Combination,

the Sponsors, its affiliates or any of the Company’s officers and directors may but are not obligated to, loan to the Company funds

as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent units (“Working

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

As of March 31, 2025 and December 31, 2024, the Company

has not incurred any such loans.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating

lease obligations or long-term liabilities, other than an agreement to pay an aggregate of $10,000 per month to the Sponsor or an affiliate

thereof for use of office space, utilities, and administrative support.

We have begun incurring these fees on September 19, 2024 and will

continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement

to pay an aggregate of $10,000 per month to the Sponsor or an affiliate thereof for use of office space, utilities, and administrative

We began incurring these fees on September 19, 2024 and will continue to incur these fees monthly until the earlier of the completion

of the Business Combination and our liquidation.

underwriters were entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $2,100,000, payable upon

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with the filing of any such registration statements.

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during

the periods reported.

Actual results could materially differ from those estimates.

Accounting Estimates

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

We have not identified any critical accounting estimates.

and all the significant accounting policies are described in the Note 2 of this reviewed financial statements.

Accounting Standards

5 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