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Item 7. Management’s Discussion and Analysis

2026-05-28 compared with 2025-03-24 · 252 added, 186 removed, 25 unchanged (95% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

to the “Company”, “us”, “our”, or “we” refer to Charlton Aria Acquisition Corporation.

The following discussion and analysis of our financial condition and

results of operations should be read in conjunction with our audited financial statements and related notes herein.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References to the “Company”,

“us”, “our”, or “we” refer to Charlton Aria Acquisition Corporation.

The following discussion and

analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and

related notes herein.

The following discussion

6 unchanged sentences

those set forth under “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Annual Report on Form 10-K..

Aria Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on

March 22, 2024 as an exempted company with limited liability.

The Company was formed for the purpose of effecting a merger,

share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the

Company, with one or more businesses or entities (the “initial business combination”).

We intend to effectuate our

initial business combination using cash from the proceeds of our IPO (as defined below), Private Placement (as defined below), and

the sale of our shares, debt or a combination of cash, equity and debt.

We expect to continue to incur significant costs in the

pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business combination will be

Initial Public Offering

On October 25, 2024, we consummated our IPO of 7,500,000 units (the

“Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class A Ordinary Shares”) of

the Company, par value $0.0001 per share (the “Public Shares”), and one right (the “Rights”) of the Company, each

right entitling the holder to receive one-eighth of one Class A Ordinary (the “Public Rights”).

The Public Units were sold

at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000.

Simultaneously with the closing of the IPO, we consummated

a private placement (the “Private Placement”) with ST Sponsor II Limited, our sponsor (the “sponsor”), of an aggregate

of 240,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds

to the Company of $2,400,000.

Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement Shares”),

and one Right (the “Private Placement Rights”).

The terms and provisions of the Private Placement Shares and Private Placement

Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that, subject to certain

limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the Company’s initial

Charlton Aria Acquisition

Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 22, 2024 as an exempted company

with limited liability.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial

business combination”).

On October 25, 2024, a total of $75,187,500 of the net proceeds from the IPO and the Private Placement was deposited

in a trust account (the “trust account”) established for the benefit of the Company’s Public Shareholders at a U.S.

We intend to effectuate our initial business combination using cash from the proceeds of our IPO (as defined

below), Private Placement (as defined below), and the sale of our shares, debt or a combination of cash, equity and debt.

continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial

business combination will be successful.

Our Initial Public Offering

On October 25, 2024, we consummated

our IPO of 7,500,000 units (the “Public Units”), each Public Unit consisting of one Class A ordinary share (the “Class

A Ordinary Shares”) of the Company, par value $0.0001 per share (the “Public Shares”), and one right (the “Rights”)

of the Company, each right entitling the holder to receive one-eighth of one Class A Ordinary (the “Public Rights”).

Units were sold at a price of $10.00 per Unit, and the IPO generated gross proceeds of $75,000,000.

Simultaneously with the closing of

the IPO, we consummated a private placement (the “Private Placement”) with ST Sponsor II Limited, our sponsor (the “sponsor”),

of an aggregate of 240,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating

gross proceeds to the Company of $2,400,000.

Each Private Placement Unit consists of one Class A ordinary share (the “Private Placement

Shares”), and one Right (the “Private Placement Rights”).

The terms and provisions of the Private Placement Shares and

Private Placement Rights in the Private Placement Units are identical to the Public Shares and Public Rights, respectively, except that,

subject to certain limited exceptions, the Private Placement Shares are subject to transfer restrictions until the consummation of the

Company’s initial business combination.

On October 25, 2024, a total of $75,187,500 of the net proceeds from the IPO and the Private

Placement was deposited in a trust account (the “trust account”) established for the benefit of the Company’s Public

Shareholders at a U.S.

based trust account, with Continental Stock Transfer & Trust Company, acting as trustee.

also issued to Clear Street LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A

Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.

The Representative

Shares are identical to the Class A Ordinary Shares included in the Units, with certain exceptions.

underwriters have been granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments,

On November 19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the

“Option Units”), generating gross proceeds of $10,000,000.

Simultaneously with the issuance and sale of the Option Units,

the Company completed a private placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”)

to the sponsor at a purchase price of $10.00 Private Placement Units, generating gross proceeds of $150,000.

The Company also issued

additional 10,000 Representative Shares to the Representative.

our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation

of an initial business combination.

We presently have no revenue and have had losses since inception from incurring formation and operating

We have relied upon the sale of our securities and loans from the sponsor and other parties to fund our operations.

connection with the offering of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from

the proceeds of the offering of the Option Units and the sale of Additional Private Placement Units were placed in the trust account

established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer

& Trust Company acting as trustee.

sales of the Private Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of

the Securities Act.

No commissions were paid in connection with such sales.

November 25, 2024, the Company announced that holders of the Company’s Public Units may elect to separately trade the Public Shares

and Public Rights from the Public Units, commencing on or about November 26, 2024.

We also issued to Clear Street

LLC, the representative of the underwriters of the IPO (the “Representative”), 75,000 Class A Ordinary Shares as part of the

underwriting compensation (the “Representative Shares”) on the closing of the IPO.

The Representative Shares are identical

to the Class A Ordinary Shares included in the Units, with certain exceptions.

The underwriters have been

granted a 45-day option to purchase up to an additional 1,125,000 units offered by the Company to cover over-allotments, if any.

19, 2024, the Representative exercised the Over-allotment Option in part, and purchased 1,000,000 Units (the “Option Units”),

generating gross proceeds of $10,000,000.

Simultaneously with the issuance and sale of the Option Units, the Company completed a private

placement sale of 15,000 Private Placement Units (the “Additional Private Placement Units”) to the sponsor at a purchase price

of $10.00 Private Placement Units, generating gross proceeds of $150,000.

The Company also issued additional 10,000 Representative Shares

to the Representative.

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of an initial business

We presently have no revenue and have had losses since inception from incurring formation and operating costs.

We have relied

upon the sale of our securities and loans from the sponsor and other parties to fund our operations.

In connection with the offering

of the Option Units and the sale of Additional Private Placement Units, the proceeds of $10,025,000 from the proceeds of the offering

of the Option Units and the sale of Additional Private Placement Units were placed in the trust account established for the benefit of

the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as

The sales of the Private

Placement Units issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No commissions

were paid in connection with such sales.

Separation of Units

On November 25, 2024, the

Company announced that holders of the Company’s Public Units may elect to separately trade the Public Shares and Public Rights from

the Public Units, commencing on or about November 26, 2024.

The Class A ordinary shares

1 unchanged sentence

Units not separated continue to trade on Nasdaq under the symbol “CHARU.”

of Founder Shares

December 9, 2024, after the expiration of the Over-Allotment Option, pursuant to the IPO Prospectus and the founder share purchase agreement

between the Company and the sponsor, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares of the Company so that

our insiders would collectively own 20.0% of our issued and outstanding shares after the IPO.

As a result, 2,125,000 founder shares remained

issued and outstanding as a result.

of Operations

We have neither engaged in any operations nor generated any revenues

Our only activities from March 22, 2024 (inception) to December 31, 2024 were organizational activities, those necessary to prepare

for the IPO, described below, and, after the IPO, identifying a target company for an initial business combination.

We do not expect to

generate any operating revenues until after the completion of our initial business combination.

We may generate non-operating income in

the form of interest income on investments held in the trust account.

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 in connection with completing an initial

business combination.

Cancellation of Founder Shares

On December 9, 2024, after

the expiration of the Over-Allotment Option, pursuant to the IPO Prospectus and the founder share purchase agreement between the Company

and the sponsor, the Company and the sponsor agreed to cancel 31,250 Class B ordinary shares of the Company so that our insiders would

collectively own 20.0% of our issued and outstanding shares after the IPO.

As a result, 2,125,000 founder shares remained issued and outstanding

Change in Control of Sponsor

On May 13, 2025, Sunny Tan

Kah Wei, the sole shareholder of our sponsor closed upon the transaction provided for by a Share Purchase Agreement (the “Sponsor

Sale SPA”), dated as of May 12, 2025, with Sovereign Global Trust LLC, a Delaware limited liability company (“Buyer”).

Pursuant to the Sponsor Sale

Wei sold all of his shares in the sponsor, representing a 100% interest therein, to Buyer, and Buyer became the sole shareholder

of our sponsor.

The purchase price was $4,000,000 consisting of funds held by Buyer for investment purposes, paid in cash at closing,

plus customary transaction costs.

This transaction is referred to below as the “Sponsor Transaction.”

Buyer’s sole member and sole

manager is Valley Point Limited, a British Virgin Islands corporation (“Valley Point”).

Accordingly, Valley Point is now the

sole shareholder of the sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares and other

securities held by the sponsor.

Valley Point’s sole member and sole manager is Chen Siak Chan, a resident and citizen of Singapore.

Chen Siak Chan, in his capacity as sole member and sole manager of Valley Point, the sole shareholder of the sponsor, is also deemed to

have sole voting and investment discretion with respect to our shares and other securities held by the sponsor.

Results of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from March 22, 2024 (inception) to December 31, 2025 were organizational

activities, those necessary to prepare for the IPO, described below, and, after the IPO, identifying a target company for an initial business

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

generate non-operating income in the form of interest income on investments held in the trust account.

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 in

connection with completing an initial business combination.

For the year ended December

31, 2025, we had a net income of $2,982,042, which consisted of dividend earned on cash and investments held in trust account of $3,574,409

and interest income of $3,178, which was partially offset by formation and operating costs of $595,545.

For the period from March

22, 2024 (inception) through December 31, 2024, we had a net income of $266,838, which consisted of dividend earned on investments held

in trust account of $657,624, interest income of $2,612, and the change in fair value of over-allotment option liability of $197,895,

which was offset by formation and operating costs of $341,598 and stock-based compensation expense of $249,695.

and Capital Resources

Company’s liquidity needs up to December 31, 2024 had been satisfied through a payment from the sponsor of $25,000 for the founder

shares to cover certain offering costs and the proceeds from the public offering and private placements.

Following the closing of the IPO and sale of the Private Placement

Units on October 25, 2024 and the exercising of over-allotment option in part on November 19, 2024, a total of $85,212,500 was placed

in the trust account, and we had $564,299 of cash held outside of the trust account, after payment of costs related to the IPO, and available

for working capital purposes.

In connection with the IPO, we incurred $3,408,558 in transaction costs, consisting of $1,275,000 of underwriting

fees, $1,700,000 of deferred underwriting fees, $92,195 of the Representative Shares (as discussed below), and $341,363 of other offering

conjunction with the IPO and the exercising of over-allotment option in part, the Company issued to the underwriter 85,000 Class A ordinary

shares for no consideration (the “Representative Shares”).

The fair value of the Representative Shares accounted for as compensation

under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation

– Stock Compensation” (“ASC 718”) is included in the offering costs.

The estimated fair value of the Representative

Shares as of the IPO date totaled $92,195.

As of December 31, 2024,

the Company had cash of $447,419 and working capital of $407,150.

For the period from March 22, 2024 (inception) through December 31,

2024, there was $171,290 of cash used in operating activities resulting from dividend earned on investments held in trust account of $657,624,

the change in fair value of over-allotment option liability of $197,895, and increase in prepaid expenses of $9,365.

The changes were

offset by net income of $266,838, formation and operating costs paid by Sponsor of $127,427, stock-based compensation expense of $249,695,

the increase in accounts payable and accrued expenses of $35,884, and the increase in due to related parties of $13,750.

the period from March 22, 2024 (inception) through December 31, 2024, there was $85,212,500 of cash used in investing activities resulting

from the purchase of investment held in trust account.

22, 2024 (inception) through December 31, 2024, we had a net income of $266,838, which consisted of dividend earned on cash and investments

held in trust account of $657,624, interest income of $2,612, and the change in fair value of over-allotment option liability of $197,895,

which was partially offset by formation and operating costs of $341,598 and stock-based compensation expense of $249,695.

Liquidity and Capital Resources

The Company’s liquidity

needs up to December 31, 2025 had been satisfied through a payment from the sponsor of $25,000 for the founder shares to cover certain

offering costs and the proceeds from the public offering and private placements.

Following the closing of

the IPO and sale of the Private Placement Units on October 25, 2024 and the exercising of over-allotment option in part on November 19,

2024, a total of $85,212,500 was placed in the trust account, and we had $564,299 of cash held outside of the trust account, after payment

of costs related to the IPO, and available for working capital purposes.

In connection with the IPO, we incurred $3,408,558 in transaction

costs, consisting of $1,275,000 of underwriting fees, $1,700,000 of deferred underwriting fees, $92,195 of the Representative Shares (as

discussed below), and $341,363 of other offering costs.

In conjunction with the IPO

and the exercising of over-allotment option in part, the Company issued to the underwriter 85,000 Class A ordinary shares for no consideration

(the “Representative Shares”).

The fair value of the Representative Shares accounted for as compensation under the Financial

Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation”

(“ASC 718”) is included in the offering costs.

The estimated fair value of the Representative Shares as of the IPO date totaled

As of December 31, 2025, the Company had cash of $5,135 and working capital deficit of $185,217.

The Company expects to incur significant

professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of

an initial business combination.

In connection with the Company’s assessment of going concern considerations in accordance with

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management has determined that these conditions 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.

Management’s plan in addressing

this uncertainty is through the Working Capital Loans, as defined in Note 5 of the financial statements.

In addition, if the Company is

unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further extended, the Company’s

board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance

that the Company’s plans to consummate an initial business combination will be successful within the Combination Period.

management has determined that such additional condition also 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.

The financial statement does not include any

adjustments that might result from the outcome of this uncertainty.

For the year ended December

31, 2025, there was $543,165 of cash used in operating activities resulting from dividend earned on investments held in trust account

of $3,574,409 and the decrease in accounts payable and accrued expenses of $2,007.

The changes were partially offset by net income of

$2,982,042, the decrease in prepaid expenses of $1,209, and the increase in due to related parties of $50,000.

For the period from March

22, 2024 (inception) through December 31, 2024, there was $171,290 of cash used in operating activities resulting from dividend earned

on investments held in trust account of $657,624, the change in fair value of over-allotment option liability of $197,895, and increase

in prepaid expenses of $9,365.

The changes were partially offset by net income of $266,838, formation and operating costs paid by Sponsor

of $127,427, stock-based compensation expense of $249,695, the increase in accounts payable and accrued expenses of $35,884, and the increase

in due to related parties of $13,750.

For the year ended December

31, 2025, there were no investing activities.

For the period from March

22, 2024 (inception) through December 31, 2024, there was $85,212,500 of cash used in investing activities resulting from the purchase

of investment held in trust account.

For the year ended December

31, 2025, there was $100,881 of cash provided by financing activities resulting from the proceeds from working capital loan from a related

For the period from March

22, 2024 (inception) through December 31, 2024, there was $85,831,209 of cash provided by financing activities resulting from the proceeds

of the IPO of $85,000,000 and the proceeds from the Private Placement of $2,550,000.

The changes were offset by the repayment of a promissory

note to the sponsor of $273,969, the payment of the underwriter’s discount, net of reimbursement of IPO offering costs, of $1,062,500,

and the payment of IPO offering costs of $382,322.

intend to use the funds held outside the trust account to primarily 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, structure, negotiate

and complete an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the sponsor (together, the “insiders”)

or their affiliates or designees may, but are not obligated to, loan us funds as may be required.

If the Company completes the initial

business combination, it would repay such loaned amounts.

In the event that the initial business combination does not close, we may use

a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would

be used for such repayment.

Up to $3,000,000 of such loans (the “Working Capital Loans”) may be convertible into Units of

the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of the lender.

As of December 31,

2024, the Company had no borrowings under the Working Capital Loans.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination

or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial business combination

in which case we may issue additional securities or incur debt in connection with such initial business combination.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024.

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.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

holders of the founder shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of

Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024

by and among the Company and the insiders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register

such securities.

The changes were partially offset by the repayment

of a promissory note to the sponsor of $273,969, the payment of the underwriter’s discount, net of reimbursement of IPO offering

costs, of $1,062,500, and the payment of IPO offering costs of $382,322.

We intend to use the funds

held outside the trust account to primarily 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, structure, negotiate and complete an initial business

In order to fund working

capital deficiencies or finance transaction costs in connection with an initial business combination, our directors, officers and the

sponsor (together, the “insiders”) or their affiliates or designees may, but are not obligated to, loan us funds as may be

If the Company completes the initial business combination, it would repay such loaned amounts.

In the event that the initial

business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts

but no proceeds from the trust account would be used for such repayment.

Up to $3,000,000 of such loans (the “Working Capital Loans”)

may be convertible into Units of the Company, at a price of $10.00 per Unit (the “Working Capital Units”) at the option of

As of December 31, 2025 and 2024, the Company had borrowings of $100,881 and $0 under the Working Capital Loans.

We believe we will

need to raise additional funds in order to meet the expenditures required for operating our business.

If our estimate of the

costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial 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 initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated

to redeem a significant number of our Public Shares upon completion of our initial business combination in which case we may issue additional

securities or incur debt in connection with such initial business combination.

In addition, if we are unable to complete an initial business combination within the Combination Period by July 25, 2026, unless further

extended, the board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution.

There is no assurance

that our plans to consummate an initial business combination will be successful within the Combination Period.

As a result, management

has determined that such additional condition also raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of December 31, 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.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Contractual Obligations

Registration Rights

The holders of the founder

shares and Private Placement Units, including any Working Capital Units of those issued upon conversion of Working Capital Loans will

be entitled to registration rights pursuant to a registration rights agreement signed on October 24, 2024 by and among the Company and

the insiders.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company

In addition, the holders have certain “piggy-back” registration rights with respect to registration

statements filed after the completion of our initial business combination and rights to require the Company to register for resale

such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the costs and expenses of filing any such

registration statements.

statements filed after the completion of our initial business combination and rights to require the Company to register for resale such

securities pursuant to Rule 415 under the Securities Act.

The Company will bear the costs and expenses of filing any such registration

Underwriting Agreement

We granted the underwriters

1 unchanged sentence

IPO price less the underwriting discounts and commissions.

The underwriters had exercised

the over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.

underwriters received a cash underwriting discount of $0.15 per Public Unit, or $1,275,000 in the aggregate and paid at the closing of

the IPO and the exercising of over-allotment option in part.

In addition, the underwriters will be entitled to a deferred fee of $0.20

per Public Unit, or approximately $1,700,000 in the aggregate upon the consummation of an initial business combination.

fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes

its initial business combination, subject to the terms of the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

Accounting Estimates

The underwriters

had exercised the over-allotment option in part and purchased 1,000,000 Public Units on November 19, 2024.

The underwriters received

a cash underwriting discount of $0.15 per Public Unit, or $1,275,000 in the aggregate and paid at the closing of the IPO and the exercising

of over-allotment option in part.

In addition, the underwriters will be entitled to a deferred fee of $0.20 per Public Unit, or approximately

$1,700,000 in the aggregate upon the consummation of an initial business combination.

The deferred fee will become payable to the underwriters

from the amounts held in the trust account solely in the event that the Company completes its initial business combination, subject to

the terms of the underwriting agreement dated October 24, 2024, by and between the Company and Clear Street LLC.

Critical Accounting Estimates

The preparation of financial

statements in conformity with accounting principles generally accepted in the United States of America

(the “US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

expenses during the reporting period.

Actual results could differ from those estimates.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

We did not identify any critical accounting estimates.

Accounting Pronouncements

In November 2023, the

FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are

regularly provided to the chief operating officer decision maker (“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.

We adopted this ASU for the year ended December 31, 2024 and there

was no material effect on our financial statements.

Management does not believe

that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial

statements in conformity with accounting principles generally accepted in the United States of America (the “US GAAP”) requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets

and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Actual results

could differ from those estimates.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible

that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

did not identify any critical accounting estimates.

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive

Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities

to disclose additional information about specific expense categories in the notes to the unaudited financial statements on an interim

and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after

December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

Financial Statements and Supplementary Data.

is made to Pages F-1 through F-18 comprising a portion of this Annual Report on Form 10-K.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Reference is made to Pages

F-1 through F-18 comprising a portion of this Annual Report on Form 10-K.

Changes in and Disagreements With Accountants on Accounting

and Financial Disclosure.

Not applicable.

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-K

Item 7. Management’s Discussion and Analysis