What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-17 compared with 2026-05-15 · 75 added, 69 removed, 112 unchanged (56% of the section changed)

1 unchanged sentence

Looking Statements

following discussion should be read in conjunction with our unaudited condensed financial statements and related notes included in

Item 1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025.

Certain information contained in this MD&A includes “forward-looking

statements.” Statements which are not historical reflect our current expectations and projections about our future results,

performance, liquidity, financial condition and results of operations, prospects and opportunities and are based upon information

currently available to us and our management and their interpretation of what is believed to be significant factors affecting our

existing and proposed business, including many assumptions regarding future events.

Actual results, performance, liquidity,

financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from

those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors,

including those risks described in detail in the section entitled “Risk Factors” of our Annual Report on Form 10-K for

the year ended December 31, 2025.

following discussion should be read in conjunction with our unaudited condensed financial statements and related notes included in Item

1, “Financial Statements,” of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal

year ended December 31, 2025.

Certain information contained in this MD&A includes “forward-looking statements.” Statements

which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial

condition and results of operations, prospects and opportunities and are based upon information currently available to us and our management

and their interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions

regarding future events.

Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities

could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result

of various risks, uncertainties and other factors, including those risks described in detail in the section entitled “Risk Factors”

of our Annual Report on Form 10-K for the year ended December 31, 2025.

words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

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for example, statements about:

ability to select an appropriate target business or businesses;

ability to complete our initial business combination;

expectations around the performance of the prospective target business or businesses;

success in retaining or recruiting, or changes required in, our officers, key employees or

directors following our initial business combination;

officers and directors allocating their time to other businesses and potentially having conflicts

of interest with our business or in approving our initial business combination;

potential ability to obtain additional financing to complete our initial business combination;

pool of prospective target businesses;

adverse impacts that events outside of our control, such as increased geopolitical unrest,

significant outbreaks of infectious diseases (such as COVID-19) and increased volatility

in the debt and equity markets, may have on our ability to consummate an initial business

public securities’ potential liquidity and trading;

lack of a market for our securities;

use of proceeds not held in the trust account or available to us from interest income on

the trust account balance;

trust account not being subject to claims of third parties;

financial performance.

our ability to select an

appropriate target business or businesses;

our ability to complete

our initial business combination;

our expectations around

the performance of the prospective target business or businesses;

our success in retaining

or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

our officers and directors

allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial

business combination;

our potential ability to

obtain additional financing to complete our initial business combination;

our pool of prospective

target businesses;

the adverse impacts that

events outside of our control, such as increased geopolitical unrest, significant outbreaks of infectious diseases (such as COVID-19)

and increased volatility in the debt and equity markets, may have on our ability to consummate an initial business combination;

our public securities’

potential liquidity and trading;

the lack of a market for

our securities;

the use of proceeds not

held in the trust account or available to us from interest income on the trust account balance;

the trust account not being

subject to claims of third parties;

our financial performance.

light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance

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compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, we had net income of $414,794, which represents interest income earned on cash held in the trust account of $419,810, and the change in the fair value of the overallotment option of $203,639, partially

offset by $208,655 in formation and operating

the three months ended June 30, 2026, we had net income of $930,123, which represents interest income earned on cash held in the trust

account of $1,088,400, partially offset by $158,277 in formation and operating costs.

the six months ended June 30, 2026, we had net income of $1,344,917, which represents interest income earned on cash held in the trust

account of $1,508,210, and the change in the fair value of the overallotment option of $203,639, partially offset by $366,932 in formation

and operating costs.

and Capital Resources

Company’s liquidity needs prior to the consummation of our initial public offering were satisfied through the payment of

from the sponsor upon the issuance of the founder shares, loan proceeds from the sponsor of $500,000 under an unsecured promissory note

and advances from related party.

Subsequent to the consummation of our initial public offering, the Company’s liquidity has been

satisfied through the net proceeds from our initial public offering and the proceeds from the sponsor from the purchase of the private

$25,000 from the sponsor upon the issuance of the founder shares, loan proceeds from the sponsor under an unsecured promissory note

in the aggregate principal amount of $371,155, and advances from related party.

Subsequent to the consummation of our initial public

offering, the Company’s liquidity has been satisfied through the net proceeds from our initial public offering and the

proceeds from the sponsor from the purchase of the private units.

order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the sponsor or an

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our growth strategies.

to the completion of our initial Business Combination, we will have available to us the approximately $1,737,168 of proceeds held outside

the trust account.

We will use these funds 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, and structure, negotiate and complete

a Business Combination.

do not believe we will need to raise additional funds following our initial public offering in order to meet the expenditures required

As of February 25, 2026, we had available to us the approximately $1,737,168 of proceeds held

outside the trust account, which as of June 30, 2026 was approximately $ 1,406,691 .

We have used, and will continue to use these funds 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, and structure, negotiate and complete a Business Combination.

do not believe we will need to raise additional funds in order to meet the expenditures required

for operating our business prior to our initial Business Combination.

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funds in our trust account.

of March 31, 2026, the Company had cash of $1,556,851 and working capital of $1,722,262.

of June 30, 2026, the Company had cash of $1,406,691 and working capital of $1,563,984.

to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the

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officers and directors may, but are not obligated to, provide the Company Working Capital Loans.

Cash and working capital were $1,737,168

and $1,727,277, respectively, after the closing of the Initial Public Offering, and $1,556,851 and $1,722,262, respectively, as of March 31,

on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs

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Commitments and Contractual Obligations

of March 31, 2026, 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, other than an agreement to pay our sponsor or its affiliate up to a monthly fee of $15,000

of June 30, 2026, 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, other than an agreement to pay our sponsor or its affiliate up to a monthly fee of $15,000

for office space, administrative and support services.

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these estimates on an ongoing basis.

are no critical accounting estimates that were made with respect to the preparation of the historical unaudited condensed financial

however, the Company will be required to account for complex financial instruments at fair value upon the completion of

our initial public offering, Such estimates will be critical to the Company’s (i) closing date allocation of proceeds to any

instruments classified in equity, temporary equity or as liabilities and (ii) subsequent measurement with respect to the accretion

of redeemable shares to their redemption amount and changes in the fair value of any liability classified instruments.

We had the following critical accounting estimates:

fair value of rights and over-allotment option.

and Uncertainties

social and political circumstances in the U.S.

and around the world (including wars and other forms of conflict, including the war

with Iran and trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic

events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market

volatility and economic uncertainties or deterioration in the U.S.

and around the world (including wars and other forms of conflict, including the war with

Iran and trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such

as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility and

economic uncertainties or deterioration in the U.S.

and worldwide.

Specifically, the conflict between Russia and

Ukraine, and the rising conflicts with Iran and elsewhere in the Middle East, and resulting market volatility could adversely affect

the Company’s ability to complete a Business Combination.

Specifically, the conflict between Russia and Ukraine, and the rising

conflicts with Iran and elsewhere in the Middle East, and resulting market volatility could adversely affect the Company’s ability

to complete a Business Combination.

In response to the conflict between Russia and Ukraine, the U.S.

other countries have imposed sanctions or other restrictive actions against Russia.

The war with Iran has resulted in spikes in fuel

prices, among other consequences.

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other

governmental actions, could have a material adverse effect on the Company’s ability to complete an initial Business Combination and the value of the Company’s securities.

The unaudited condensed financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

and other countries have imposed

sanctions or other restrictive actions against Russia.

The war with Iran has resulted in spikes in fuel prices, among other consequences.

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material

adverse effect on the Company’s ability to complete an initial Business Combination and the value of the Company’s securities.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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