What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2025-11-14 · 98 added, 103 removed, 167 unchanged (55% of the section changed)

38 unchanged sentences

On August 22, 2025, we consummated the Initial

Public Offering of 45,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares” and such

Class A ordinary shares issued in the Initial Public Offering, the “Public Shares”), including 5,000,000 Public Shares issued

pursuant to the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Public Share, generating

proceeds of $450,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 900,000 Class A ordinary shares (the “Private Placement Shares”) at a price of

$10.00 per Private Placement Share to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds

Public Offering of 45,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares” and such Class

A ordinary shares issued in the Initial Public Offering, the “Public Shares”), including 5,000,000 Public Shares issued pursuant

to the partial exercise of the underwriter’s over-allotment option, at a purchase price of $10.00 per share, generating gross proceeds

of $450,000,000.

Simultaneously with the closing of the Initial

Public Offering, we consummated the sale of 900,000 Class A ordinary shares (the “Private Placement Shares”) to the Sponsor,

at a purchase price of $10.00 per share, in a private placement (the “Private Placement”), generating gross proceeds of $9,000,000.

Following the closing of the Initial Public Offering

and sale of the Private Placement Shares on August 22, 2025, an amount of $450,000,000 ($10.00 per share) from the net proceeds of the

Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United

States, with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.

The funds in the Trust Account

were initially held in an account at J.P.

Morgan Chase Bank, N.A.

and on August 25, 2025, were transferred to an account at CF Secured,

LLC (“CF Secured”), an affiliate of the Sponsor.

and the Private Placement on August 22, 2025, an amount of $450,000,000 ($10.00 per share) from the net proceeds of the Initial Public

Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States, with

Continental Stock Transfer & Trust Company (“Continental”) acting as trustee.

The funds in the Trust Account were initially

held in an account at J.P.

Morgan Chase Bank, N.A., and on August 25, 2025, were transferred to an account at CF Secured, LLC (“CF

Secured”), an affiliate of the Sponsor.

The Trust Account may be invested only in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),

with a maturity of 185 days or less or in 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 held as cash or cash items

(including in demand deposit accounts) at a bank as determined by us, until the earlier of:

(i) the completion of the Business Combination

and (ii) the distribution of the Trust Account, as described below.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 185 days or less or in 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 held as cash or cash items (including in demand

deposit accounts) at a bank as determined by us, until the earlier of:

(i) the completion of the Business Combination or (ii) the distribution

of the Trust Account, as described below.

We have until August 22, 2027 (24 months from

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promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the

liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the

requirements of other applicable law.

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of such goals.

The 2024 SPAC Rules may materially affect our ability to negotiate and complete our Business Combination and may increase

The 2024 SPAC Rules may materially affect our ability to negotiate and complete the Business Combination and may increase

the costs and time related thereto.

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Liquidity and Capital Resources

As of September 30, 2025 and December 31, 2024,

we had approximately $102,000 and $0, respectively, of cash in our operating account.

As of September 30, 2025 and December 31, 2024,

we had working capital of approximately $160,000 and a working capital deficit of approximately $2,000, respectively.

As of September

30, 2025 and December 31, 2024, approximately $2,234,000 and $0, respectively, of the amount earned on funds held in the Trust Account

was available to pay taxes, if any.

Our liquidity needs through September 30, 2025

have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of our Class B ordinary shares, a

loan of approximately $189,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the

consummation of the Private Placement with the Sponsor not held in the Trust Account and the Sponsor Loan (as defined below).

repaid the Pre-IPO Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection

with a Business Combination, the Sponsor has committed to loan us up to $1,750,000 to fund our expenses relating to investigating and

selecting a target business and other working capital requirements (the “Sponsor Loan”), of which no borrowings have been

drawn by us as of both September 30, 2025 and December 31, 2024.

If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the

Sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans (“Working Capital Loans”).

As of both September 30, 2025 and December 31, 2024, we did not have any borrowings under the Working Capital Loans.

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

we had $25,000 of cash in our operating account.

As of March 31, 2026 and December 31, 2025, we had a working capital deficit of approximately

$47,000 and working capital of approximately $60,000, respectively.

As of March 31, 2026 and December 31, 2025, approximately $10,563,000

and approximately $6,711,000, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

Our liquidity needs through March 31, 2026 have

been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Class B ordinary shares, a loan

of approximately $189,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation

of the Private Placement with the Sponsor not held in the Trust Account and the Sponsor Loan (as defined below).

We fully repaid the Pre-IPO

Note upon completion of the Initial Public Offering.

In addition, in order to finance transaction costs in connection with a Business

Combination, the Sponsor has committed to loan us up to $1,750,000 to fund our expenses relating to investigating and selecting a target

business and other working capital requirements (the “Sponsor Loan”), of which approximately $184,000 and approximately $31,000

has been drawn by us as of March 31, 2026 and December 31, 2025, respectively.

If the Sponsor Loan is insufficient, the Sponsor

or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans (“Working

Capital Loans”).

As of both March 31, 2026 and December 31, 2025, we did not have any borrowings under the Working Capital Loans.

Based on the foregoing, management believes that

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Results of Operations

Our entire activity from inception through September

Our entire activity from inception through March

31, 2026 related to our formation, the Initial Public Offering and to our efforts toward locating and completing a suitable Business Combination.

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We have generated non-operating income in the form of interest income on amounts held in the Trust

We expect to 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.

For the three months ended September 30, 2025,

we had net income of approximately $1,688,000, which consisted of approximately $1,807,000 of interest income on investments held in the

Trust Account, partially offset by approximately $105,000 of general and administrative expenses, and approximately $14,000 of administrative

expenses paid to the Sponsor.

For the three months ended September 30, 2024,

we had no net income or loss.

For the nine months ended September 30, 2025,

we had net income of approximately $1,646,000, which consisted of approximately $1,807,000 of interest income on investments held in the

Trust Account, partially offset by approximately $147,000 of general and administrative expenses, and approximately $14,000 of administrative

expenses paid to the Sponsor.

For the nine months ended September 30, 2024,

we had a net loss of approximately $3,000, which resulted from approximately $3,000 of general and administrative expenses

We have incurred, and expect to 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.

For the three months ended March 31, 2026, we

had net income of approximately $4,135,000, which consisted of approximately $4,273,000 of interest income on investments held in the

Trust Account, partially offset by approximately $108,000 of general and administrative expenses, and $30,000 of administrative expenses

incurred pursuant to the administrative services agreement with the Sponsor.

For the three months ended March 31, 2025, we

had a net loss of approximately $27,000, which resulted from approximately $27,000 of general and administrative expenses.

Factors That May Adversely Affect Our Results of Operations

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We engaged Cantor Fitzgerald & Co.

an affiliate of the Sponsor, as an advisor in connection with the Business Combination to assist us in holding meetings with our shareholders

to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are

interested in purchasing our securities and assist us with our press releases and public filings in connection with the Business Combination.

an affiliate of the Sponsor, pursuant to the business combination marketing agreement as an advisor in connection with the Business Combination

to assist us in holding meetings with our shareholders to discuss the potential Business Combination and the target business’ attributes,

introduce us to potential investors that are interested in purchasing our securities and assist us with our press releases and public

filings in connection with the Business Combination.

We will pay CF&Co.

a cash fee for such services upon the consummation of the Business Combination in an amount of $16,750,000.

a cash fee of $16,750,000 for such services upon the consummation

of the Business Combination.

Related Party Loans

In order to finance transaction costs in connection

with an intended Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to us to fund expenses

relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office

space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior

to the Business Combination.

The Sponsor Loan does not bear interest and will be repaid by us to the Sponsor upon consummation of the

Business Combination;

provided that, at the Sponsor’s option, at any time beginning 60 days after the date of the Initial Public

Offering, all or any portion of the amount outstanding under the Sponsor Loan may be converted into Class A ordinary shares at a conversion

price of $10.00 per share.

Otherwise, the Sponsor Loan would be repaid only out of funds held outside the Trust Account.

If the Sponsor

Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated

to, provide us with Working Capital Loans.

As of both September 30, 2025 and December 31,

2024, we had no borrowings under the Sponsor Loan or the Working Capital Loans.

with the Business Combination, the Sponsor has committed up to $1,750,000 in the Sponsor Loan to be provided to us to fund expenses relating

to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space,

administrative and shared personnel support services that will be paid to the Sponsor.

The Sponsor Loan does not bear interest and is

repayable by us to the Sponsor upon consummation of the Business Combination;

provided that, at any time beginning 60 days after the date

of the Initial Public Offering, at the Sponsor’s option, all or any portion of the amount outstanding under the Sponsor Loan may

be converted into Class A ordinary shares at a conversion price of $10.00 per share.

Otherwise, the Sponsor Loan would be repaid only

out of funds held outside the Trust Account.

If the Sponsor Loan is insufficient, the Sponsor

or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

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

had approximately $184,000 and approximately $31,000, respectively, outstanding under the Sponsor Loan.

As of both March 31, 2026 and

December 31, 2025, we had no borrowings under the Working Capital Loans.

See Note 4—“Related Party Transactions”

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Use of Estimates

The preparation of our unaudited condensed 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, income and expenses, and the

disclosure of contingent assets and liabilities, in our unaudited condensed financial statements.

These accounting estimates require the

use of assumptions about matters, some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical

experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis

for making judgments, and we evaluate these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions

used, our condensed balance sheets, unaudited condensed statements of operations, unaudited condensed statements of comprehensive income

(loss), unaudited condensed statements of shareholders’ equity (deficit) and unaudited condensed statements of cash flows could

be materially affected.

We believe that the following accounting policies involve a higher degree of judgment and complexity.

The preparation of our 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, income and expenses, and the disclosure of

contingent assets and liabilities, in our financial statements.

These accounting estimates require the use of assumptions about matters,

some of which are highly uncertain at the time of estimation.

Management bases its estimates on historical experience and on various other

assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate

these estimates on an ongoing basis.

To the extent actual experience differs from the assumptions used, our balance sheets, unaudited

condensed statements of operations, unaudited condensed statements of comprehensive income (loss), unaudited condensed statements of shareholders’

equity (deficit) and unaudited condensed statements of cash flows could be materially affected.

We believe that the following accounting

policies involve a higher degree of judgment and complexity.

Emerging Growth Company

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occurrence of uncertain future events.

Accordingly, as of September 30, 2025 and December 31, 2024, 45,000,000 and 0 Class A ordinary

shares subject to possible redemption, respectively, are presented as temporary equity outside of the shareholders’ equity (deficit)

section of our condensed balance sheets.

We recognize any subsequent changes in redemption value immediately as they occur and adjust

the carrying value of redeemable Class A ordinary shares to the redemption value at the end of each reporting period.

Immediately upon

the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value of redeemable

Class A ordinary shares.

This method would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable Class A ordinary shares also resulted in charges against Additional paid-in capital and

Accumulated deficit.

Accordingly, as of both March 31, 2026 and December 31, 2025, 45,000,000 Class A ordinary shares

subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of our balance sheets.

We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying value of redeemable Class A

ordinary shares to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

we recognized the accretion from initial book value to redemption amount value of redeemable Class A ordinary shares.

This method would

view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable

Class A ordinary shares also resulted in charges against Additional paid-in capital and Retained earnings (Accumulated deficit).

Net Income (Loss) Per Ordinary Share

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Off-Balance Sheet Arrangements and Contractual Obligations

As of September 30, 2025, we did not have any off-balance sheet arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

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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