What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-06-17 compared with 2025-11-12 · 250 added, 230 removed, 15 unchanged (97% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

References in this report

(the “Quarterly Report”) to “we,” “us” or the “Company” refer to Charlton Aria Acquisition

References to our “management” or our “management team” refer to our officers and directors, and

references to the “Sponsor” refer to ST Sponsor II Limited.

The following discussion and analysis of the Company’s financial

condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto contained

elsewhere in this Quarterly Report.

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

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Charlton

Aria Acquisition Corporation.

References to our “management” or our “management team” refer to our officers and

directors, and references to the “Sponsor” refer to ST Sponsor II Limited.

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto

contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report

includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that are not historical

facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s

financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and variations thereof and similar words and expressions are intended

to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect

management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance

or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “IPO”

described below) filed with the Securities Exchange Commission (the “SEC”) on October 24, 2024 (File No.

333-282313) (the

“Prospectus”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking

statements whether as a result of new information, future events or otherwise.

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 with one or more businesses or entities (the “Business

Combination”).

We intend to effectuate our Business Combination using cash from the proceeds of our IPO and the sale of our shares,

debt or a combination of cash, equity and debt.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange

Act”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from

those expected and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without

limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations,

are forward-looking statements.

Words such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” and variations thereof

and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to

future events or future performance, but reflect management’s current beliefs, based on information currently available.

of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed

in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus

for its initial public offering (the “IPO” described below) filed with the Securities Exchange Commission (the “SEC”)

on October 24, 2024 (File No.

333-282313) (the “Prospectus”).

The Company’s securities filings can be accessed on the

EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims

any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events

or otherwise.

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 a 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 Share for $11.50 per share (the “Public

We cannot assure you that

our plans to complete an initial business combination will be successful.

Initial Public Offering

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

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 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.

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.

to 281,250 shares of the 2,156,250 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary share”) of the

Company held by our Sponsor (the “Founder Shares”) will be forfeited to the extent that the underwriters’ over-allotment option

is not exercised in full or in part, so that our insiders will collectively own 20.0% of our issued and outstanding shares after the IPO

(without given effect to the sale of the Private Placement Units, the Representative Shares, and assuming our directors, officers, Sponsor

or any of the foregoing’s affiliates (collectively, the “insiders”) do not purchase Public Units in the IPO).

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

3 unchanged sentences

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

Since our IPO, our sole business

activity has been identifying, evaluating suitable acquisition transaction candidates and preparing for consummation of a Business Combination.

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.

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

and rights trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHAR” and “CHARR”, respectively.

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

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.

Class A ordinary shares and rights trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHAR” and

“CHARR”, respectively.

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

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.

Sponsor Change

On May 12, 2025, Sunny Tan

Kah Wei, then director and sole shareholder of the Sponsor, entered into a share purchase agreement with Sovereign Global Trust LLC (“Investor”),

a Delaware limited liability company, under which Mr.

Tan agreed to (x) sell all 100 issued and outstanding ordinary shares of the Sponsor

to the Investor, and (y) appoint the Investor as the new director of the Sponsor on the same day;

in exchange, Mr.

Tan would receive (x)

$4 million in cash and (y) resign as director of the Sponsor upon closing (the “Closing”) of the transactions contemplated

under the share purchase agreement on May 13, 2025.

It is expected that upon Closing, the Investor shall become sole director and shareholder

of the Sponsor and shall have exclusive investment and management authority over the Sponsor.

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.

in Control of Sponsor

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

to the Sponsor Sale SPA, Mr.

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.”

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

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.

Accordingly, 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

of Operations

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from March 22, 2024 (inception) to September 30, 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 and dividends earned 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 three months ended

September 30, 2025, we had a net income of $806,989, which consisted of interest and dividends earned on investments held in trust account

of $915,972 and interest income of $94, which was partially offset by formation and operating costs of $109,077.

For the three months ended

September 30, 2024, we had a net loss of $315,671, which consisted of formation and operating costs of $130,326 and stock-based compensation

expense of $185,345.

For the nine months ended

September 30, 2025, we had a net income of $2,316,270, which consisted of interest and dividends earned on investments held in trust account

of $2,719,802 and interest income of $3,177, which was partially offset by formation and operating costs of $406,709.

For the period from March

22, 2024 (inception) through September 30, 2024, we had a net loss of $331,524, which consisted of formation and operating costs of $146,179

and stock-based compensation expense of $185,345.

We have neither engaged in any operations nor generated any revenues

Our only activities from March 22, 2024 (inception) to March 31, 2026 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 and dividends earned on cash and investments held in 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 three months ended March 31, 2026, we had a net income of $699,872,

which consisted of interest and dividends earned on cash and investments held in trust account of $786,480 and interest income

of $1, which was partially offset by formation and operating costs of $86,609.

For the three months ended March 31, 2025, we had a net income of $731,257,

which consisted of interest and dividends earned on investments held in trust account of $899,202 and interest income of $2,307, which

was partially offset by formation and operating costs of $170,252.

and Capital Resources

The Company’s liquidity

needs up to September 30, 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.

As of September 30, 2025,

the Company had cash of $10,775 and working capital of $3,618.

For the nine months ended

September 30, 2025, there was $436,644 of cash used in operating activities resulting from dividend earned on investments held in trust

account of $2,719,802, the increase in prepaid expenses of $27,840, and the decrease in accounts payable and accrued expenses of $17,772.

The changes were partially offset by net income of $2,316,270 and the increase in due to related parties of $12,500.

For the period from March

22, 2024 (inception) through September 30, 2024, there was $0 of cash used in or provided by operating activities.

However, during the

period, we incurred net loss of $331,524, our Sponsor paid for the formation and operating costs of $117,429, we incurred stock-based

compensation expense of $185,345 and increased our due to related parties of $28,750 on officer salaries.

For the nine months ended

September 30, 2025 and for the period from March 22, 2024 (inception) through September 30, 2024, there was no investing activities.

For the nine months ended

September 30, 2025 and for the period from March 22, 2024 (inception) through September 30, 2024, there was no financing activities.

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

Company’s liquidity needs up to March 31, 2026 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.

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.

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 March 31, 2026, the Company had cash of $4,597 and working capital

deficit of $271,825.

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 unaudited 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.

As a result, 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 unaudited

financial statements are issued.

The unaudited financial statement does not include any adjustments that might result from

the outcome of this uncertainty.

the three months ended March 31, 2026, there was $42,538 of cash used in operating activities resulting from interest and dividends earned

on cash and investments held in trust account of $786,480 and the decrease in due to related parties of $62,540.

The changes were partially

offset by net income of $699,872, the decrease in prepaid expenses of $695, and the increase in accounts payable and accrued expenses

For the three months ended March 31, 2025, there was $261,187 of cash

used in operating activities resulting from interest and dividends earned on cash and investments held in trust account of $899,202 and

the increase in prepaid expenses of $95,920.

The changes were partially offset by net income of $731,257 and the increase

in accounts payable and accrued expenses of $2,678.

the three months ended March 31, 2026 and 2025, there were no investing activities.

the three months ended March 31, 2026, there was $42,000 of cash provided by financing activities resulting from the proceeds from working

capital loan from a related party.

the three months ended March 31, 2025, there were no financing activities

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.

In order to fund working

capital deficiencies or finance transaction costs in connection with a Business Combination, our Insiders or their affiliates or designees

may, but are not obligated to, loan us funds as may be required.

If the Company completes the Business Combination, it would repay such

loaned amounts.

In the event that the 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.

We do not believe we will

need to raise additional funds in order 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.

we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant

number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt

in connection with such Business Combination.

In connection with our assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic

205-40, Presentation of Financial Statements - Going Concern,” management has determined that these conditions raise substantial

doubt about our ability to continue as a going concern.

The management’s plan in addressing this uncertainty is through the Working

Capital Loans.

In addition, if we are unable to complete a Business Combination within the Combination Period by April 25, 2026, if not

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

is no assurance that our plans to consummate a Business Combination will be successful within the Combination Period.

As a result, management

has determined that such conditions raise substantial doubt about our ability to continue as a going concern within one year after the

date that the unaudited financial statements are issued.

The unaudited financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

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.

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

Underwriting Agreement

We granted the underwriters

a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments, if any, at the

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.

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 Policies

The preparation of unaudited

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 unaudited financial statements and the reported amounts of expenses during the reporting period.

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 March 31, 2026 and December 31, 2025, the Company had borrowings of $142,881 and $100,881 under the Working Capital

Loans, respectively.

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.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

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.

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.

granted the underwriters a 45-day option from the date of the IPO to purchase up to 1,125,000 additional Public Units to cover over-allotments,

if any, at the 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

preparation of unaudited 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 unaudited 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

unaudited 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.

Recent Accounting Pronouncements

Management does not believe

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

financial statements.

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 unaudited financial statements, which management

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

identify any critical accounting estimates.

Accounting Pronouncements

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.

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

on our unaudited financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting

company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

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