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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-17 · 334 added, 259 removed, 17 unchanged (97% of the section changed)

1 unchanged sentence

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to ChampionsGate Acquisition Corporation.

to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor”

refer to ST Sponsor Limited and the “Sponsor HoldCo” refer to ST Sponsor Investment LLC.

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.

References in this report

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

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

references to the “Sponsor” refer to ST Sponsor Limited and the “Sponsor HoldCo” refer to ST Sponsor Investment

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

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 May 28, 2025 (Registration No.

333-283689) (the

“Prospectus”).

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

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.

We are a blank check company incorporated as a

Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses.

We have not selected any specific business combination target

and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination

We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering (“IPO”)

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.

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 June 5, 2025 (File No.

001-42651) (the “Prospectus”),

and our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) as filed with the SEC

on April 10, 2026.

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.

ChampionsGate Acquisition

Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on March 27, 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.

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 May 29, 2025, we consummated our IPO of 7,475,000

units (including 975,000 units issued upon the full exercise of the over-allotment option, the “Units”).

Each Unit consists

of one Class A ordinary share (the “Class A ordinary share”), $0.0001 par value per share, and one right (“Right”)

to receive of one-eighth of one Class A ordinary share upon the completion of the initial Business Combination.

The Units were

sold at an offering price of $10.00 per Unit, generating total gross proceeds of $74,750,000.

Simultaneously with the consummation (the

“closing”) of the IPO and the sale of the Units, we consummated the Private Placement of 230,000 units (the “Private

Placement Units”) to Sponsor HoldCo at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,300,000.

Private Placement Unit consists of one Class A ordinary share, and one Right to receive of one-eighth of one Class A ordinary

share upon the completion of the initial Business Combination.

On May 29, 2025, a total of $75,123,750 of the net proceeds from the IPO

and the Private Placement was deposited in a trust account established for the benefit of the Company’s Public Shareholders at a

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, 112,125 Class A ordinary shares as part of the underwriting compensation (the “Representative Shares”)

on the closing date of the IPO.

The Representative Shares are identical to the Class A Ordinary Shares included in the Units, with certain

Since our IPO, our sole business activity has

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

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.

On June 16, 2025, the Company announced that holders

of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on

or about June 20, 2025.

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

symbols “CHPG” and “CHPGR”, respectively.

Units not separated would continue to trade on Nasdaq under the symbol

Recent Developments

On July 31, 2025, Mr.

Bala Padmakumar, then Chairman,

CEO and director of the Company notified the board of directors of the Company, that he has decided to resign all the positions he held

at the Company, effective immediately.

Padmakumar had no known disagreement with

the Company on any matter relating to the Company’s operations, policies or practices.

Padmakumar has received all the monthly compensation

payments as provided in the offer letter by and between him and the Company, dated as of May 21, 2024 and as amended on May 11, 2025 (“the

Offer Letter”) through July 31, 2025, and the Offer Letter shall be deemed to have been terminated as of July 31, 2025.

On October 17, 2025, Mr.

Timothy Boon Liat Lim

was appointed as the Chairman, CEO and director of the Company, effective immediately.

In connection with the appointment, the Company

extended an offer letter to Mr.

Lim (the “New Offer Letter”), which he accepted on October 17, 2025, pursuant to which Mr.

Lim shall receive $13,250 if and when the Company enters into a definitive agreement with a target company and another $13,250 if and

when the Company consummates an initial business combination with a target company.

On May 29, 2025, the Company

consummated its initial public offering (the “IPO”) of 7,475,000 units (“Units”), including 975,000 additional

Units granted to the underwriters to cover over-allotments, if any (the “Over-Allotment Option”).

Each Unit consists of one

Class A ordinary share, $0.0001 par value per share (“Class A ordinary shares”), and one right (“rights”) to receive

of one-fifth of one Class A ordinary share upon the completion of the initial business combination.

The Units were sold at an offering

price of $10.00 per Unit, generating total gross proceeds of $74,750,000.

Simultaneously with the consummation

of the IPO and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 230,000 units

(the “Private Placement Units”) to the Sponsor HoldCo, at a price of $10.00 per Private Placement Unit, generating total proceeds

of $2,300,000.

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.

Upon the closing of the IPO,

management agreed that $74,750,000, or $10.00 per Unit sold in the IPO, would be held into a U.S.-based trust account (“trust account”),

with Continental Stock Transfer & Trust Company acting as trustee.

The funds held in the trust account are invested only in U.S.

treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7

promulgated under the Investment Company Act which invest solely in direct U.S.

government treasury.

Except with respect to divided

and/or interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation,

if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the trust account will

not be released from the trust account until the earliest to occur of (i) the completion of the Company’s initial business

combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s

memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100% of

the Company’s public shares if the Company does not complete the Company’s initial business combination by the Combination

Deadline (as defined below), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination

activity and (iii) the redemption of all of public shares if the Company is unable to complete their initial business combination

by the Combination Deadline, subject to applicable law.

In no other circumstances will a public shareholder have any right or interest

of any kind to or in the trust account.

The proceeds deposited in the trust account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the public shareholders.

Our efforts to identify a

prospective target business will not be limited to a particular industry or geographic location.

Since our IPO, our sole business activity

has been identifying and evaluating suitable target businesses.

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 HoldCo, sponsor and

other parties to fund our operations.

Separation of Units

On June 16, 2025, 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 June 20, 2025.

The Class A ordinary shares

and rights are traded on the Nasdaq Global Market (“Nasdaq”) under the symbols “CHPG” and “CHPGR”,

respectively.

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

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary to prepare

for the IPO and after the IPO, identifying a target company for a Business Combination.

Following the IPO, we will not generate any operating

revenues until after completion of our initial business combination.

We expect to generate non-operating income in the form of interest

and dividend income on investment held in trust account after the IPO.

After the IPO, 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

in connection with completing a Business Combination.

For the three months ended September 30, 2025,

we had a net income of $682,288, which consisted of interest and dividend income on investments held in trust account of $795,474.

was partially offset by formation and operating costs of $113,186.

For the three months ended September 30, 2024,

we had a net loss of $107,443, which consisted of formation and operating costs of $107,443.

For the nine months ended September 30, 2025,

we had a net income of $494,905, which consisted of interest and dividend income on investments held in trust account of $1,043,808.

was partially offset by formation and operating costs of $392,999 and stock compensation expense of $155,904.

For the period from March 27, 2024 (inception)

to September 30, 2024, we had a net loss of $172,120, which consisted of formation and operating costs of $140,215 and stock compensation

expense of $31,905.

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities from March 27, 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

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 marketable securities 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

March 31, 2026, we had a net income of $571,370, which consisted of the interest and dividend earned on investments held in the trust

account of $676,197.

This was partially offset by formation and operating costs of $104,827.

For the three months ended

March 31, 2025, we had a net loss of $117,327, which consisted of formation and operating costs of $117,327.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior

to completion of the IPO through contribution from our sponsor of $22,901 to purchase the founder shares (the initial purchase price of

$25,001 for the issuance of the 2,170,161 insider shares less the consideration price of $2,551 to be received from directors and officers

in exchange for the transfer of certain insider shares) and up to $500,000 in loans from our sponsor under an unsecured promissory note.

Following the closing of the IPO and sale of the

Private Placement Units on May 29, 2025, a total of $75,123,750 was placed in the trust account, and we had $464,339 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 $3,259,220 in transaction costs, consisting of $745,500 of underwriting fees, $1,495,000 of deferred underwriting fees, $293,020

of the Representative Shares, and $723,700 of other offering costs.

In conjunction with the IPO, the Company issued

to the underwriter 112,125 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 Company’s liquidity

needs up to March 31, 2026 had been satisfied through a payment from the Sponsor HoldCo 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 May 29, 2025, a total of $75,123,750 was placed in the trust account, and we had $464,339

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 $ 3,259,220 in transaction costs, consisting of $747,500 of underwriting commissions which were paid in cash

at the closing date of the IPO, $1,495,000 of deferred underwriting commissions, $293,020 of the Representative Shares (discussed below),

and $723,700 of other offering costs.

In conjunction with the IPO,

the Company issued to the underwriter 112,125 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 $293,020.

As of September 30, 2025, we had $17,351 in cash

and a working capital deficit of $23,287.

For the nine months ended September 30, 2025,

there was $432,991 of cash used in operating activities resulting from dividend earned on investments held in trust account of $1,043,808,

the increase in prepaid expenses of $57,547, and the decrease in accounts payable and accrued expenses of $36,646.

The changes were partially

offset by net income of $494,905, stock compensation expense of 155,904 and the increase in due to related parties of $54,201.

For the period from March 27, 2024 (inception)

through September 30, 2024, there was $91,519 of cash used in operating activities resulting from net loss of $172,120 and the increase

in prepaid expenses of $26,000.

The changes were partially offset by stock compensation expense of $31,905, the increase in due to related

parties of $16,774, and the increase in accounts payable and accrued expenses of $57,922.

For the nine months ended September 30, 2025,

there was $75,123,750 of cash used in investing activity resulting from the purchase of investments held in trust account.

For the period from March 27, 2024 (inception)

through September 30, 2024, there were no investing activities.

For the nine months ended September 30, 2025,

there was $75,574,089 of cash provided by financing activities resulting from the proceeds from the IPO of $74,750,000, from the proceeds

of the private placement consummated simultaneously with the IPO of $2,300,000, proceeds from working capital loans provided by a related

party of $16,459, and from promissory note provided by a related party of $95,048.

The changes were partially offset by the payment of

the underwriter discount of $747,500, the payment of promissory note–related party of $350,000, and the payment of deferred offering

costs of $489,918.

For the period from March 22, 2024 (inception)

through September 30, 2024, there was $91,567 of cash provided by financing activities resulting from the proceeds from promissory note-related

parties of $219,862 and from issuance of Class B ordinary shares of $25,000.

The changes were partially offset by the payment of deferred

offering costs of $153,295.

As of September 30, 2025, $76,167,558 was held

in the Trust Account in money market funds, which are invested in U.S.

Treasury securities.

We intend to use substantially all of the

funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting

commissions, to complete our Initial Business Combination.

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

extent that our share capital or debt is used, in whole or in part, as consideration to complete an Initial Business Combination, the

remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,

make other acquisitions and pursue our growth strategies.

We intend to use the funds held in the trust account,

including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and up to $100,000

of interest released to the Company to pay dissolution expenses) to complete our initial business combination.

We may withdraw interest

to pay taxes, if any.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held

in the trust account.

To the extent that our ordinary shares or debt is used, in whole or in part, as consideration to complete our initial

business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to the completion of our initial business

combination, we will have available to the Company $1,500,000 of proceeds held outside the trust account.

We will use these funds primarily

to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent

the interest earned on the trust account is not sufficient to pay our taxes.

In order to fund working capital deficiencies

or finance transaction costs in connection with an intended initial business combination, the Sponsor HoldCo, the Sponsor or their affiliates

or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial business

combination, we would repay such loaned amounts.

In the event that our 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 our trust account would be used

for such repayment.

On June 26, 2025, the Company issued a promissory

note to the Sponsor HoldCo, under which the Sponsor HoldCo may loan the Company up to $500,000 to be used for a portion of the working

The promissory note is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates

its initial business combination or (2) the date on which the Company liquidates and dissolves.

The Sponsor HoldCo, as the payee, has

the right, but not the obligation, to convert the promissory note, in whole or in part, into Private Placement Units of the Company, that

are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s

IPO, subject to the Cap described below, by providing the Company with written notice of the intention to convert at least two business

days prior to the closing of the Initial Business Combination.

The number of Private Placement Units to be received by the Sponsor HoldCo

in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to

the Sponsor HoldCo by (y) $10.00.

Up to $1,500,000 of the loans (the “Cap”)

made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to the Company prior to or in connection with

our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation

of our initial business combination.

As of March 31, 2026, the

Company had cash of $16,862 and a working capital deficit of $182,396.

For the three months ended

March 31, 2026, there was $6,389 of cash used in operating activities resulting from interest and dividend earned on investments held

in the trust account of $676,197.

The changes were partially offset by net income of $571,370, a decrease in prepaid expenses of $21,571,

and an increase in accounts payable and accrued expenses of $76,867.

For the three months ended

March 31, 2025, there was $86,781 of cash used in operating activities resulting from a net loss of $117,327, an increase in prepaid expenses

of $2,954, and a decrease in accounts payable and accrued expenses of $29,283.

The changes were partially offset by an increase in due

to related parties of $37,530 and an increase in accrued offering costs of $25,253.

For the three months ended

March 31, 2026 and 2025, there were no investing activities.

For the three months ended

March 31, 2026, there was $6,000 of cash provided by financing activities resulting from the proceeds from a working capital loan from

a related party.

For the three months ended

March 31, 2025, there was $89,310 of cash provided by financing activities mainly resulting from the proceeds from a promissory note from

a related party of $85,220.

We intend to use the funds

held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes

payable and up to $100,000 of interest released to the Company to pay dissolution expenses) to complete our initial business combination.

We may withdraw interest to pay taxes, if any.

Our annual income tax obligations will depend on the amount of interest and other income

earned on the amounts held in the trust account.

To the extent that our ordinary shares or debt is used, in whole or in part, as consideration

to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance

the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Prior to the completion of

our initial business combination, we will have available to the Company $1,500,000 of proceeds held outside the trust account.

use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review

corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination,

and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.

In order to fund working

capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor HoldCo, the

Sponsor or their affiliates or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our 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 our trust account would be used for such repayment.

On June 26, 2025, the Company

issued a promissory note to the Sponsor HoldCo, under which the Sponsor HoldCo may loan the Company up to $500,000 to be used for a portion

of the working capital.

The promissory note is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the

Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves.

The Sponsor HoldCo,

as the payee, has the right, but not the obligation, to convert the promissory note, in whole or in part, into Private Placement Units

of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously

with the Company’s IPO, subject to the Cap described below, by providing the Company with written notice of the intention to convert

at least two business days prior to the closing of the Initial Business Combination.

The number of Private Placement Units to be received

by the Sponsor HoldCo in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal

amount payable to the Sponsor HoldCo by (y) $10.00.

Up to $1,500,000 of the loans

(the “Cap”) made by our Sponsor HoldCo, sponsor, our officers and directors, or our or their affiliates to the Company prior

to or in connection with our initial business combination may be convertible into units, at a price of $10.00 per unit at the option of

the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

The terms of such loans by our officers and

directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans

from parties other than the Sponsor HoldCo, the sponsor, the officers and directors or their affiliates as we do not believe third parties

will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

of September 30, 2025, the Company had $93,434 of borrowings under the working capital loans.

July 7, 2025, the Company repaid $350,000 of the promissory note, dated April 18, 2024, to Sponsor and transferred the remaining balance

of $76,975 to the working capital loans.

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 estimates 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 business combination.

Off-Balance Sheet Arrangements;

and Contractual Obligations;

Quarterly Results

As of September 30, 2025, 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.

No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

The terms of such

loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

not expect to seek loans from parties other than the Sponsor HoldCo, the sponsor, the officers and directors or their affiliates as we

do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds

in our trust account.

As of March 31, 2026, the

Company had $157,671 of borrowings under the working capital loans.

On July 7, 2025, the

Company repaid $350,000 of the promissory note, dated April 18, 2024, to the Sponsor and transferred the remaining balance of

$76,975 to the working capital loans.

We believe we will need to

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

However, if our estimates 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 business combination.

In addition, if we are unable to complete a Business Combination

within the Combination Period by November 29, 2026, or up to August 29, 2027 if extended, our board of directors will proceed to commence

a voluntary liquidation and thereby a formal dissolution.

There is no assurance that our plans to raise capital or to consummate a Business

Combination will be successful or successful within the required period.

As a result, management has determined that there is 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 March 31, 2026.

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

Contractual Obligations

Registration Rights

The holders of the insider 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 May 27, 2025.

The holders of these securities are entitled to make up to

three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed after the completion of our initial business combination and rights

to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

We will bear the costs and expenses

of filing any such registration statements.

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 May 27, 2025 by and among the Company and the

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.

Underwriting Agreement

The underwriters received a cash underwriting

discount of $0.10 per Unit, or $747,500 at the closing of the IPO.

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

$0.20 per Unit, or $1,495,000 in the aggregate upon the consummation of a 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 Business Combination, subject

to the terms of the underwriting agreement dated May 27, 2025.

Critical Accounting Policies and Estimates

The underwriters received

a cash underwriting discount of $0.10 per Public Unit, or $747,500 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

$1,495,000 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 May 27, 2025 by and among the Company, and Clear Street LLC.

Critical Accounting Estimates

Use of Estimates

The preparation of the unaudited financial statements

in conformity with 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.

The preparation of unaudited

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

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.

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.

Accordingly, actual results may differ from these estimates.

We have identified the following critical accounting policies

and estimates:

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures”

(“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

The Company applies ASC 820,

which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework.

ASC 820 defines

fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s

principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair value hierarchy

established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability

and are developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs reflect the

entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would

use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.

Inputs to the fair value measurement

are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying

terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted

3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when

little or no market data exists for the assets or liabilities.

The public Rights have been

classified within shareholders’ deficit and will not require remeasurement after issuance.

The public Rights were classified within

Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related to

the market adjustments as noted below.

The following table presents the quantitative information regarding market assumptions used in

the valuation of the public Rights:

Conversion ratio

Probability of Business Combination

Discount of lack of marketability (DLOM)

Fair value of each right

Stock Compensation

The Company accounts for

stock-based compensation expense in accordance with ASC 718, “Compensation — Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and

recognized over the requisite service period.

To the extent a stock-based award is subject to a performance condition, the amount of expense

recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation

recognized once the event is deemed probable to occur.

Forfeitures are recognized as incurred.

On May 15, 2024, the

Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 100,000 Class B insider shares, for a

total purchase price of $1,159 to Bala Padmakumar, the former CEO, Chairman and Director of the Company, and 60,000 Class B insider shares

for a total purchase price of $695 to Evan M.

Graj, the CFO and director of the Company, respectively.

The fair value of these 160,000

shares transferred on the grant date was $33,760 or $0.211 per share, based on valuation performed by a third-party specialist.

accounted for the transfer under ASC 718 as stock compensation (See Note 2 to the unaudited financial statements for details).

The share price was calculated

using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching

$10 and the Right valued at one-eighth of the share price.

Based on these probabilities, an indicated per share marketable value for the

Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, a valuation methodology, was

applied to yield a minority non-marketable fair value.

The following criteria presents the quantitative information regarding market assumptions

used in the founder share valuation performed by a third-party specialist:

Estimated Volatility

Risk-free rate

Discount of lack of marketability (DLOM)

Concurrent with the IPO,

the Sponsor transferred an aggregate of 60,000 of its Class B insider shares, or 20,000 each to its three independent directors for their

board service, for nominal cash consideration, of $696.

The fair value of these 60,000 shares transferred on the grant date was $156,600

or $2.61 per share per valuation performed by a third-party specialist.

The Company accounted for the transfer under ASC 718 stock

compensation (See Note 2 for details).

The share price was calculated

using a scenario-based method, incorporating probabilities of both a business combination and an IPO, with the total Unit value reaching

$10 and the Right valued at one-eighth of the share price.

Based on these probabilities, an indicated per share marketable value for the

Founders Shares was determined, and a discount for lack of marketability, derived from the Finnerty model, was applied to yield a minority

non-marketable fair value.

The following criteria presents the quantitative information regarding market assumptions used in the founder

share valuation performed by a third-party specialist:

Per Share Value of Class A Ordinary Shares

Probability of Business Combination

Per Share Value of Class B Ordinary Shares (Marketable Basis)

Discount of lack of marketability (DLOM)

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.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Item 2. Management’s Discussion and Analysis