What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-13 compared with 2025-05-15 · 76 added, 97 removed, 123 unchanged (58% of the section changed)

62 unchanged sentences

substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.

Since our IPO, our sole business activity has been identifying and

evaluating suitable acquisition transaction candidates.

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

general and administrative expenses.

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

On March 17, 2025, the Ordinary Shares and Rights commenced trading

on the Nasdaq Global Market (“Nasdaq”) under the symbols “COLA” and “COLAR,” respectively.

Units not separated continue to trade on Nasdaq under the symbol “COLAU.” Holders of Public Units will need to have their

brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’

Since our IPO, our sole business activity has

been identifying and evaluating suitable acquisition transaction candidates.

We presently have no revenue and have had losses since inception

from incurring general and administrative expenses.

We have relied upon the sale of our securities and loans from the Sponsor to fund

our operations.

On March 17, 2025, the Ordinary Shares and Rights

commenced trading on the Nasdaq Global Market (“Nasdaq”) under the symbols “COLA” and “COLAR,” respectively.

Public Units not separated continue to trade on Nasdaq under the symbol “COLAU.” Holders of Public Units will need to have

their brokers contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders’

Public Units into Ordinary Shares and Rights.

Founder Shares

Pursuant to a subscription agreement dated March

21, 2024, as further amended on July 25, 2024 and December 20, 2024, the Company issued 1,437,500 Ordinary Shares to the Sponsor for a

purchase price of $25,000, or approximately $0.0167 per share, among which, up to 225,000 shares are subject to forfeiture if the over-allotment

option is not exercised (the “Founder Shares”), in connection with the Company’s organization.

Pursuant to a securities

transfer agreement dated November 8, 2024, as amended on December 20, 2024, the Sponsor transferred 12,000 Founder Shares to each of our

then independent directors, Dr.

Anthony Wong (former director), Mr.

Kevin McKenzie and Ms.

Qian (Hebe) Xu, at the original purchase

price, immediately prior to the closing of the IPO.

On March 10, 2025, the Sponsor forfeited 225,000

Founder Shares for no consideration as the underwriters of the IPO did not exercise the over-allotment option.

As a result, the Sponsor

currently holds 1,698,290 Ordinary Shares in total, including 1,464,000 Founder Shares and 234,290 Ordinary Shares included in the Private

Recent Development

On March 20, 2025, our board of directors accepted

the resignation of Dr.

Anthony Wong, the independent director, resigning from his position as a director of the Company.

Concurrently,

the Company, by ordinary resolutions of its directors, appointed Mr.

Cameron Richard Johnson as the independent director of the Company

to fill the vacancy, effective immediately.

Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and

a member of the Compensation Committee.

We entered into an Indemnity Agreement with Mr.

Johnson on March 20, 2025, accordingly.

In connection with the appointment of Mr.

Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase

Option”) to Mr.

Johnson, entitling Mr.

Johnson to acquire 12,000 Founder Shares upon the exercise of the Share Purchase Option

once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.

Results of Operations and Known Trends or Future Events

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(for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended March 31, 2025,

For the three months ended June 30, 2025,

we had a net income of $462,615, which consisted of interest income from the trust account (the “Trust Account”) of $614,514,

partially offset by general and administrative expenses of $151,899.

For the period from January 18, 2024 to March 31, 2024, we had a net

loss of $6,839, all of which consisted of general and administrative expenses.

For the three months ended June 30, 2024, we had a net loss of $41,200,

all of which consisted of general and administrative expenses.

For the six months ended June 30, 2025, we had

a net income of $612,414, which consisted of interest income from the Trust Account of $1,018,247, partially offset by general and administrative

expenses of $405,833.

For the period from January 18, 2024 to June 30, 2024, we had a net loss of $48,039, all of which consisted of general

and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2025, we had cash of $894,161

As of June 30, 2025, we had cash of $761,463

and a working capital of $719,917.

The cash balance was increased by $894,161, which consisted of cash provided by financing activities

of $61,066,688, offset by cash used in investing activities of $60,000,000 and operating activities of $172,527.

Changes in operating

assets and liabilities provided $19,929 of cash for operating activities.

We intend to use substantially all of the net proceeds of the IPO,

including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto.

the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining

proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations

of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also

be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination

if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

The cash balance was increased by $761,463 for the six months ended June 30, 2025, which consisted

of cash provided by financing activities of $61,066,688, partially offset by cash used in investing activities of $60,000,000 and operating

activities of $305,225.

Changes in operating assets and liabilities provided $39,130 of cash for operating activities.

We intend to use substantially all of the net

proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses

relating thereto.

To the extent that our share capital is used in whole or in part as consideration to affect our initial business combination,

the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance

the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of

our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination

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selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking

in-depth due diligence and negotiating our 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 consummate our initial business combination or because we become obligated to redeem a significant

number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities

or incur debt in connection with such a business combination.

Subject to compliance with applicable securities laws, we would only

consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

If our estimates of the costs of undertaking in-depth

due diligence and negotiating our 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 consummate our initial business combination or because we become obligated to redeem a significant number of our public shares

upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with

such a business combination.

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously

with the consummation of our initial business combination.

Following our initial business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

We have incurred and expect to continue to incur

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case we may issue additional securities or incur debt in connection with such Business Combination.

The Company currently has no commitments in place to receive such financing

and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company initially has until

January 22, 2026 to consummate the initial business combination (assume no extensions).

If the Company does not complete a business combination

within the prescribed period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the

amended and restated memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient

funds to execute its business strategy, there is a possibility that business combination might not be completed within the 12-month period

from the issuance date of these financial statements.

In connection with the Company’s 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 the mandatory liquidation, should a business combination

not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, management has determined that such additional conditions raise substantial doubt about the Company’s ability to continue

as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate.

The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company currently has no commitments in place

to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the

Company initially has until January 22, 2026 to consummate the initial business combination (assume no extensions).

If the Company does

not complete a business combination within the prescribed period, the Company will trigger an automatic winding up, dissolution and liquidation

pursuant to the terms of the amended and restated memorandum and articles of association.

Notwithstanding management’s belief that

the Company would have sufficient funds to execute its business strategy, there is a possibility that a business combination might not

be completed within the 12-month period from the issuance date of these financial statements.

In connection with the Company’s

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 the mandatory liquidation,

should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability

to continue as a going concern.

Therefore, management has determined that such additional conditions raise substantial doubt about the

Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the

Company is required to liquidate.

The financial statements do not include any adjustments that might result from the Company’s inability

to continue as a going concern.

Off-Balance Sheet Financing Arrangements

have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2025.

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.

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of June 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

of March 31, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

As of June 30, 2025, we do not have any long-term debt,

capital lease obligations, operating lease obligations or long-term liabilities.

The founder shares, the Ordinary Shares included

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Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective,

accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

Management does not believe that any recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis