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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-13 · 58 added, 42 removed, 75 unchanged (57% of the section changed)

6 unchanged sentences

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report including, without limitation, statements under this Item regarding our financial position, Business Combination and financing thereof and business strategy and the plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21 E of the Exchange Act.

When used in this Quarterly Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements.

Such forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.

We have based these forward-looking statements on our management’s current expectation 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.

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We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

Our IPO Registration Statement became effective on May 1, 2025.

On May 6, 2025, we consummated our Initial Public Offering of 28,750,000 Units, including 3,750,000 Units issued pursuant to the full exercise of the over-allotment option.

Each Unit consists of one Class A ordinary share and one-quarter of one Public Warrant.

The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $287,500,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to that certain private placement units purchase agreement, dated May 1, 2025, by and between the Company and our Sponsor (the “Private Placement Units Purchase Agreement”), we completed the sale of 725,000 Private Placement Units to the Sponsor in the private placement at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), generating gross proceeds to us of $7,250,000.

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

Following the closing of the Initial Public Offering and Private Placement, an amount of $287,500,000 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 Stock Transfer & Trust Company acting as trustee.

The Trust Account 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) any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by 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 August 6, 2026 (27 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to our amended and restated memorandum and articles of association, 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 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 expect to continue to incur significant costs in the pursuit of our acquisition plans.

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If we do not meet such 36-month requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Recent Developments

On July 1, 2025, the Company withdrew $1,000,000 from the Trust Account for working capital purposes.

On July 30, 2025, the Company entered into a Director Agreement with each of the three independent directors of the Company, pursuant to which, in connection with each director’s continuing service as a director of the Company, the Company agreed to pay each director a cash compensation of $75,000 per annum, beginning on the later of their date of appointment and April 1, 2025.

PlusAI Business Combination

On June 5, 2025, the Company entered into the Merger Agreement with Merger Sub I, Merger Sub II and Plus.

Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub I will merge with and into Plus, with Plus continuing as the surviving corporation and a wholly-owned subsidiary of the Company in the First Merger, and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity in the Second Merger.

On June 5, 2025, the Company entered into the Merger Agreement (as amended by Amendment No.

1 and Amendment No.

2 and as may be further amended, modified, supplemented or waived from time to time) with Merger Sub I, Merger Sub II and PlusAI.

Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub I will merge with and into PlusAI, with PlusAI continuing as the surviving corporation and a wholly-owned subsidiary of the Company in the First Merger, and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity in the Second Merger.

The proposed Mergers are expected to be consummated following the receipt of the required approval by the shareholders of the Company and PlusAI and the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.

Concurrently with the execution of the Merger Agreement, certain stockholders of Plus entered into Voting and Support Agreements (each, a “Plus Voting and Support Agreement”) with the Company and Plus.

Under the terms of the Plus Voting and Support Agreements, such Plus stockholders have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve and the transactions contemplated by the Merger Agreement (the “Transactions”), and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of Plus to consummate the Transactions.

In addition, each Plus stockholder party to a Plus Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law.

The Plus Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of Plus held by such stockholders prior to the closing of the Transactions, subject to certain exceptions.

In connection with the execution of the Merger Agreement, the Company amended and restated that certain letter agreement, dated May 1, 2024, by and among the Company, the Sponsor and each of the persons undersigned thereto (the “Insiders”) (the “Amended and Restated Sponsor Agreement”), pursuant to which each of the Sponsor and the Insiders agreed to, among other things, (i) certain voting and non-redemption covenants in connection with the Transactions, (ii) certain vesting and forfeiture provisions in connection with the Sponsor’s Founder Shares and (iii) the waiver of certain anti-dilution rights with respect to the Founder Shares

The foregoing descriptions of the Merger Agreement, the Plus Voting and Support Agreement and the Amended and Restated Sponsor Agreement are not complete and are qualified in their entirety by reference to the Merger Agreement, the Plus Voting and Support Agreement and the Amended and Restated Sponsor Agreement, a copy or a form of which are filed as Exhibits 2,1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Concurrently with the execution of the Merger Agreement, certain stockholders of PlusAI entered into Voting and Support Agreements (each, a “Plus Voting and Support Agreement”) with the Company and PlusAI.

Under the terms of the Plus Voting and Support Agreements, such PlusAI stockholders have agreed, among other things, to deliver written consents to adopt the Merger Agreement and approve and the transactions contemplated by the Merger Agreement (the “Transactions”), and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of PlusAI to consummate the Transactions.

In addition, each PlusAI stockholder party to a Plus Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law.

The Plus Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of PlusAI held by such stockholders prior to the closing of the Transactions, subject to certain exceptions.

1 dated September 18, 2025 and as may be further amended, modified, supplemented or waived from time to time, the “Amended and Restated Sponsor Agreement”), pursuant to which each of the Sponsor and the Insiders agreed to, among other things, (i) certain voting covenants in connection with the Transactions, and (ii) the waiver of certain anti-dilution rights with respect to the Founder Shares.

The foregoing descriptions of the Merger Agreement, the Plus Voting and Support Agreement and the Amended and Restated Sponsor Agreement are not complete and are qualified in their entirety by reference to the Merger Agreement, the Plus Voting and Support Agreement and the Amended and Restated Sponsor Agreement incorporated by reference to Exhibits 2.1, 10.2 and 10.1, respectively, to the Company’s Current Report on Form 8-K, filed with the SEC on June 6, 2025.

Results of Operations

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

Our only activities from December 18, 2023 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with attempting to complete the PlusAI Business Combination.

Our only activities from December 18, 2023 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with attempting to complete the PlusAI Business Combination.

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

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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.

For the three months ended June 30, 2025, we had net income of $842,372, which includes $3,181,033 of interest income earned on Trust Account, offset by $2,338,661 of general and administrative costs.

For the three months ended June 30, 2024, we had net income of $1,962,727, which includes $2,260,889 of interest income earned on Trust Account, offset by $298,162 of general and administrative costs.

For the six months ended June 30, 2025, we had net income of $3,556,509, which includes $6,178,625 of interest income earned on Trust Account, offset by $2,622,116 of general and administrative costs.

For the six months ended June 30, 2024, we had net income of $1,938,635, which includes $2,260,889 of interest income earned on Trust Account, offset by $322,254 of general and administrative costs.

For the three months ended September 30, 2025, we had net income of $2,323,436 , which includes $3,239,348 of interest income earned on Trust Account, offset by $915,912 of general and administrative costs.

For the three months ended September 30, 2024, we had net income of $3,562,356, which includes $3,820,235 of interest income earned on Trust Account, offset by $257,879 of general and administrative costs.

For the nine months ended September 30, 2025, we had net income of $5,879,945 , which includes $9,417,973 of interest income earned on Trust Account, offset by $3,538,028 of general and administrative costs.

For the nine months ended September 30, 2024, we had net income of $5,500,991, which includes $6,081,124 of interest income earned on Trust Account, offset by $580,133 of general and administrative costs.

Factors That May Adversely Affect our Results of Operations

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On May 6, 2024, we consummated the Initial Public Offering of 28,750,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to a Private Placement Units Purchase Agreement, we consummated the sale of 725,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,250,000.

Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we consummated the sale of 725,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,250,000.

Following the Initial Public Offering and the private placement, a total of $287,500,000 ($10.00 per Unit) was placed in the Trust Account.

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These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering.

During the year ended December 31, 2024, the Company had withdrawn $1,000,000 in interest for working capital purposes, and as of June 30, 2025, the Company had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year anniversary of the Initial Public Offering.

For the three and six months ended June 30, 2025, the Company did not withdraw any amounts from the Trust Account for working capital purposes.

As of June 30, 2025 the Company had $1,000,000 available for permitted withdraws for the period from May 6, 2025 until May 6, 2026, which is the 2-year anniversary of the Initial Public Offering.

During the year ended December 31, 2024, the Company had withdrawn $1,000,000 in interest for working capital purposes, and had no further amounts available for permitted withdrawals until May 6, 2025, which was the 1-year anniversary of the Initial Public Offering.

For the three and nine months ended September 30, 2025, the Company withdrew another $1,000,000 in interest from the Trust Account for working capital purposes, and has no further amounts available for permitted withdrawals until May 6, 2026, which is the 2-year anniversary of the Initial Public Offering.

As of September 30, 2025, no further amounts are available for withdrawal until May 6, 2026.

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 the trustee 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.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2025, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of these financial statements.

The Company cannot assure that its plans to consummate an initial Business Combination will be successful.

The Company does not believe that it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the Company’s 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, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

The Company’s mandatory liquidation and subsequent dissolution in the event the Company does not complete a Business Combination within the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2025, the Company does not believe it will have sufficient funds for the working capital needs of the Company until a minimum of one year from the date of these financial statements.

The Company cannot assure that its plans to consummate the Business Combination will be successful.

Moreover, the Company will need to obtain additional financing either to complete its Business Combination or because the Company will become obligated to redeem a significant number of Public Shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

The Company’s liquidity condition and mandatory liquidation in the event the Company does not complete a Business Combination within the Combination Period raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date of the accompanying unaudited condensed consolidated financial statements.

Management plans to address this uncertainty by completing a Business Combination.

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Off-Balance Sheet Arrangements

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

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

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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For the three and six months ended June 30, 2025, the Company incurred $52,500 in fees related to the Director Agreements, and $52,500 is included in accrued expenses within the condensed consolidated balance sheets.

For the three and six months ended June 30, 2024, the Company did not incur any fees related to the Director Agreements.

For the three and nine months ended September 30, 2025, the Company incurred $56,250 and $108,750 in fees related to the Director Agreements, respectively, and $56,250 is included in accrued expenses within the condensed consolidated balance sheets.

Upon the completion of our initial Business Combination, the underwriters are entitled to a deferred underwriting commission of 3.5% on the Units sold in the Initial Public Offering, or up to $10,062,500 in the aggregate, subject to the terms of the Initial Public Offering underwriting agreement.

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If the fee in connection with the Advisory Agreement is paid, the underwriter waives its right to its portion of the deferred underwriting fee pursuant to that certain Underwriting Agreement, dated May 1, 2024.

As the fee is contingent on the closing of a Business Combination that is not considered probable as of June 30, 2025, no expense has been recorded.

On June 5, 2025, the Company entered into the Merger Agreement, by and among the Company, Merger Sub I, Merger Sub II and PlusAI.

As the fee is contingent on the closing of a Business Combination that is not considered probable as of September 30, 2025, no expense has been recorded.

On June 5, 2025, the Company entered into the Merger Agreement (as amended by Amendment No.

1 and Amendment No.

2 and as may be further amended, modified, supplemented or waived from time to time), by and among the Company, Merger Sub I, Merger Sub II and PlusAI.

Pursuant to the Merger Agreement, and on the terms and subject to the satisfaction or waiver of the conditions set forth therein, the parties thereto intend to effect a business combination transaction by which Merger Sub I will merge with and into the PlusAI, with PlusAI continuing as the surviving corporation and a wholly-owned subsidiary of the Company (“First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity.

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Accordingly, actual results could materially differ from those estimates.

As of June 30, 2025 and December 31, 2024, we did not have any critical accounting estimates to be disclosed.

As of September 30, 2025 and December 31, 2024, we did not have any critical accounting estimates to be disclosed.

Recent 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 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 280.

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 ASU became effective as of December 31, 2024 and our management adopted this ASU in our condensed consolidated financial statements and related disclosures.

Management 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 statement.

In May 2025, the FASB issued ASU No.

2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”).

ASU 2025-03 changes how companies determine the accounting acquirer in certain business combinations involving variable interest entities.

The new guidance requires considering the factors used for other acquisition transactions to assess which party is the accounting acquirer.

ASU 2025-03 is effective for the Company’s annual reporting periods beginning on January 1, 2027.

Early adoption is permitted.

The Company early adopted ASU 2025-03 on July 1, 2025.

ASU 2025-03 impacts the accounting for the de-SPAC Transaction.

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-Q

Item 2. Management’s Discussion and Analysis