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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-11-14 · 55 added, 57 removed, 200 unchanged (36% of the section changed)

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Securities and Exchange Commission (the “SEC”).

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.

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.

We are a blank check

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our expenses to increase substantially after the closing of this offering.

For the three months

ended September 30, 2025, we had net income of $96, consisting of interest income.

For the period from April 29, 2025 (inception) through

September 30, 2025, we had net income of $149, consisting of interest income.

For the period June

30, 2025, we had net income of $53, consisting of interest income.

Liquidity and Capital

Our liquidity needs have been satisfied prior to consummation of the Initial Public Offering through advances on behalf of the Company of $25,000 from the sale of the founder shares to our sponsor and less up to $5,000,000

in loans from our sponsor under an unsecured promissory note.

As of September 30, 2025 we had borrowed $243,748 under the unsecured promissory

Our liquidity needs have

been satisfied prior to consummation of the Initial Public Offering through advances on behalf of the Company of $25,000 from the sale

of the founder shares to our sponsor and less up to $5,000,000 in loans from our sponsor under an unsecured promissory note.

As of June 30,

2025 we had borrowed $171,148 under the unsecured promissory note.

Subsequent to the quarterly

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Private Placement Units at a price of $8.00 per Private Placement Unit, generating gross proceeds of $3,000,000.

Following the Initial Public Offering, the full exercise of the over-allotment

option, and the sale of the Units, a total of $172,500,000 was placed in the Trust Account.

Transaction costs amounted to $2,079,000,

consisting of $1,725,000 cash underwriting fee, and $354,000 of other offering costs.

Following the Initial Public Offering, the full

exercise of the over-allotment option, and the sale of the Units, a total of $172,500,000 was placed in the Trust Account.

costs amounted to $2,079,000, consisting of $1,725,000 cash underwriting fee, and $354,000 of other offering costs.

We intend to use substantially

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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

Permitted Withdrawals to the extent the interest earned on the trust account is not sufficient to pay our Permitted Withdrawals.

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

pay Permitted Withdrawals to the extent the interest earned on the trust account is not sufficient to pay our Permitted Withdrawals.

In order to fund working

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applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination.

are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to

cease operations and liquidate the trust account.

we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced

to cease operations and liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient,

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Off-Balance Sheet

We had 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.

We had no obligations,

assets or liabilities, which 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

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that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to

the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis),

Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement

to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis),

and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance

and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

These exemptions will apply for a

period of five years following the completion of our initial public offering or until we are no longer an “emerging growth

These exemptions will apply for

a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth

company,” whichever is earlier.

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We have identified the following critical accounting policies:

Class A Ordinary Shares

Subject to Possible Redemption

Class A Ordinary

Shares Subject to Possible Redemption

We account for our ordinary

shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic

“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument

and measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity.

480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability

instrument and measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our

control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

Our ordinary shares

feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of our condensed balance sheets.

shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’ equity section of our condensed balance sheets.

Net Income Per Ordinary

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method in calculating earnings per share.

Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated

by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding

since original issuance.

Net income per ordinary share, basic and diluted for Class A and Class B non-redeemable ordinary shares is calculated

by dividing the net income, less income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A

and Class B non-redeemable ordinary shares outstanding for the periods presented.

Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is

calculated by dividing the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary

shares outstanding since original issuance.

Net income per ordinary share, basic and diluted for Class A and Class B non-redeemable ordinary

shares is calculated by dividing the net income, less income attributable to Class A redeemable ordinary shares, by the weighted average

number of Class A and Class B non-redeemable ordinary shares outstanding for the periods presented.

Recent Accounting

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Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods,

and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing

segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and

existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and

interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07

on April 29, 2025, its date of incorporation.

Management does not believe

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

financial statements.

Management does not

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

our condensed financial statements.

and Qualitative Disclosures About Market Risk

We are a smaller reporting

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

We are a smaller reporting company as defined by Rule 12b-2 under 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