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Item 2. Management’s Discussion and Analysis

2026-08-11 compared with 2026-05-15 · 56 added, 46 removed, 67 unchanged (60% of the section changed)

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We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

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On February 9, 2026, we consummated our Initial Public Offering of 23,000,000 Public Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option.

Each Unit consists of one Public Share and one-third one Public Warrant.

The Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.

Each Public Unit consists of one Public Share and one-third one Public Warrant.

The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale of an aggregate of 495,500 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $4,955,000.

The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

Following the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Accounts located in the United States with Continental acting as trustee.

Pursuant to the Trust Agreement, the Trust Accounts may be invested only (i) in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest bearing demand deposit accounts at a U.S.

chartered commercial bank with consolidated assets of $100 billion or more selected by the Continental that is reasonably satisfactory to us, until the earlier of:

(x) the completion of the Business Combination and (y) the distribution of the Trust Accounts, as described below.

Following the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee.

Pursuant to the Trust Agreement, the Trust Account may be invested only (i) in U.S.

treasury government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account at a U.S.

chartered commercial bank with consolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of:

(x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

We have until February 9, 2028 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination.

If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Accounts including interest earned on the funds held in the Trust Accounts and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles.

Any such amendment would require the approval of our shareholders, and our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Accounts and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval.

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

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Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

Recent Developments

On March 27, 2026, we announced that, commencing on March 30, 2026, the holders of the Public Units, may elect to separately trade the Class A Ordinary Shares and the Public Warrants included in the Public Units.

No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

Any Public Units not separated will continue to trade on the Nasdaq Global Market under the symbol “CAQUU.” The Class A Ordinary Shares and the Public Warrants are expected to trade on the Nasdaq Global Market under the symbols “CAQ” and “CAQUW,” respectively.

Results of Operations

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

Our only activities since October 24, 2025 (inception) through March 31, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination.

Our only activities since October 24, 2025 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination.

We will not generate any operating revenues until after completion of our initial Business Combination.

We have generated non-operating income in the form of interest income on investments held in the Trust Accounts after the Initial Public Offering.

We have generated non-operating income in the form of interest income on investments held in the Trust Account 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, among other things), as well as for due diligence expenses.

For the three months ended March 31, 2026, we had a net income of $510,262, which consists of interest earned on cash and investments held in the Trust Accounts of $761,174, offset by formation, general and administrative costs of $250,912.

For the three months ended June 30, 2026, we had a net income of $2,167,732, which consists of interest earned on cash and investments held in the Trust Account of $2,420,956, offset by formation, general and administrative costs of $253,224.

For the six months ended June 30, 2026, we had a net income of $2,677,994, which consists of interest earned on cash and investments held in the Trust Account of $3,182,130, offset by formation, general and administrative costs of $504,136.

Liquidity and Capital Resources

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was placed in the Trust Accounts.

Our liquidity needs through February 9, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note.

Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was placed in the Trust Account.

We incurred fees of $11,725,502 in the Initial Public Offering, consisting of $2,855,000 of cash underwriting fee (net of $250,000 underwriters’ reimbursement), the Deferred Fee of $8,050,000 and $820,502 of other offering costs.

As of March 31, 2026, we had a working capital of $995,522.

As of March 31, 2026, we had $230,761,174 (including approximately $761,174 of interest income) in US Treasury bills and money market funds held in the Trust Accounts.

As of June 30, 2026, we had working capital of $848,532.

As of June 30, 2026, we had $233,182,130 (including approximately $3,182,130 of interest income) in U.S.

government treasury bills and money market funds held in the Trust Account.

We may withdraw interest from the Trust Account to pay taxes, if any.

We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts (which interest shall be net of any taxes payable and exclude the Deferred Fee), 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 Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Accounts, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Accounts and instead to hold the funds in the Trust Accounts in cash or in an interest-bearing demand deposit account at a bank.

As of March 31, 2026, we had cash held outside of the Trust Account of $949,401.

We use the funds held outside the Trust Accounts primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Our liquidity needs through March 31, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the Promissory Note.

Promissory Note

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the Promissory Note to cover expenses related to the Initial Public Offering.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of June 30, 2026, we had cash held outside of the Trust Account of $866,504.

We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

IPO Promissory Note

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of February 28, 2026 or the completion of our Initial Public Offering.

The loan of $165,233, which was the amount outstanding on February 9, 2026, was fully repaid upon the consummation of our Initial Public Offering.

No additional borrowing is available under the Promissory Note.

As of February 9, 2026, we had borrowings of $264,083 under the IPO Promissory Note, of which $98,850 was repaid simultaneously with the closing of the Initial Public Offering.

On February 10, 2026, the Company fully settled the outstanding balance of $165,233.

No additional borrowing is available under the IPO Promissory Note.

Expense Reimbursements

We reimburse our Sponsor, officers and directors for out‑of‑pocket expenses incurred on our behalf.

For the three and six months ended June 30, 2026, we incurred $18,354 and $27,722, respectively, of reimbursable expenses which is included in formation, general and administrative costs in the unaudited condensed statements of operations included in this Report under Item 1.

“Financial Statements.”

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination, we will repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such Working Capital Loans, but no proceeds from our Trust Accounts would be used for such repayment.

If we complete a Business Combination, we intend to repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit.

Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

As of March 31, 2026, we did not have any borrowings under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not believe we will need to raise additional funds to meet the expenditures required for operating our business.

As of June 30, 2026, we did not have any borrowings under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not currently believe we will need to raise additional funds to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

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Administrative Services Agreement

Commencing on February 5, 2026, and until the completion of our Business Combination or liquidation, we shall reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

For the three months ended March 31, 2026, we incurred and paid $20,000 in fees for these services.

Commencing on February 5, 2026, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement.

For the three and six months ended June 30, 2026, we incurred and paid $30,000 and $50,000, respectively, in fees for these services.

Advisory Service Agreement s

On February 5, 2026, we entered into the Advisory Services Agreements with affiliates of our Chief Executive Officer and Chairman, pursuant to which we agreed to pay an aggregate of $15,000 each, per month (an aggregate of $30,000 per month), for advisory services relating to our search for and consummation of an initial Business Combination.

On February 5, 2026, we entered into the Advisory Services Agreements with affiliates of our Chief Executive Officer and Chairman of our Board, pursuant to which we agreed to pay an aggregate of $15,000 each, per month (an aggregate of $30,000 per month), for advisory services relating to our search for and consummation of an initial Business Combination.

The amounts are accrued and will only be payable upon the completion of the initial Business Combination.

Upon completion of an initial Business Combination or liquidation, we will cease paying these monthly fees.

For the three months ended March 31, 2026, the Company incurred $60,000 in fees for these services, of which such amount is included in deferred consulting fees in the accompanying condensed balance sheets.

For the three and six months ended June 30, 2026, we incurred $90,000 and $150,000, respectively, in fees for these services pursuant to the Advisory Services Agreements, of which such amount is included in deferred consulting fees in the condensed balance sheets included in this Report under Item 1.

“Financial Statements.”

Underwriting Agreement

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The Underwriters were paid a cash underwriting discount of $3,105,000 (1.35% of the gross proceeds of the Public Units offered in the Initial Public Offering).

Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Accounts, which equates to $8,050,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the Initial Public Offering held in the Trust Account, which equates to $8,050,000 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

On May 8, 2026, we engaged an advisor as a finder in identifying potential acquisition opportunities for a fee equal to $3,000,000 if we sign definitive transaction documentation in relation to a buyside transaction with a certain target and/or complete a buyside transaction with a certain target during the term of the agreement or the tail periods.

The fee is payable at either the signing and or closing of the buyside transaction.

As of June 30, 2026, we had not entered into definitive transaction documentation with any target.

Accordingly, no liability has been recognized in the condensed balance sheets included in this Report under Item 1.

“Financial Statements.”

Registration Rights

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The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Letter Agreement

Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Accounts with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Accounts with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Accounts, including interest earned on the funds held in the Trust Accounts and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that:

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(y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination;

and (z) Any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days.

and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering.

Critical Accounting Estimates

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“Financial Statements” could be materially affected.

As of March 31, 2026, we did not have any critical accounting estimates to be disclosed.

As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

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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-Q

Item 2. Management’s Discussion and Analysis