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Item 7. Management’s Discussion and Analysis

2026-03-04 compared with 2025-03-31 · 32 added, 20 removed, 75 unchanged (41% of the section changed)

8 unchanged sentences

We are a blank check company incorporated on July 25, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.

Business Combination (pursuant to any forward purchase agreements or backstop agreements into which we may enter), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination, including the ThomasLloyd Business Combination (pursuant to any forward purchase agreements or backstop agreements into which we may enter), Ordinary Shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

3 unchanged sentences

Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement.

In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the requirement pursuant to the Nasdaq rules that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its IPO registration statement (the “Nasdaq 36-Month Requirement”).

If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Recent Developments

On January 23, 2025, the underwriters of the Initial Public Offering exercised the Over-Allotment Option in full, and on January 27, 2025, purchased an additional 3,000,000 Option Units.

The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds to us of $30,000,000.

In connection with the full exercise of the Over-Allotment Option, the Sponsor and B.

Riley, the representative of the underwriters in the Initial Public Offering, purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.

Following the full exercise of the Over-Allotment Option and the closing of the Private Placement, an aggregate amount of $30,150,000 was deposited into the Trust Account.

Our Units commenced public trading on December 13, 2024, and our Public Shares and Public Warrants commenced separate public trading on February 3, 2025.

On February 27, 2026, we, ThomasLloyd, and each of the ThomasLloyd Shareholders, entered into the ThomasLloyd Business Combination Agreement.

PubCo and Merger Sub will become parties to the ThomasLloyd Business Combination Agreement following the formation of PubCo.

The ThomasLloyd Business Combination Agreement and the transactions contemplated under the ThomasLloyd Business Combination were unanimously approved by the boards of directors of each of our Company and ThomasLloyd.

The ThomasLloyd Business Combination is expected to close in the third quarter of 2026, following the receipt of the requisite approvals of our shareholders and the ThomasLloyd Shareholders and the fulfillment of other customary closing conditions.

The ThomasLloyd Business Combination Agreement provides, among other things, that at least one day prior to the share exchange described below, the Company will merge with and into Merger Sub, with Merger Sub continuing as the Surviving Company after the Merger and a direct, wholly owned subsidiary of PubCo.

As a result of the Merger, each issued and outstanding share of our Class A Ordinary Shares and Class B Ordinary Shares, other than the Roman Dissenting Shares will no longer be outstanding and will be automatically cancelled and converted into and exchanged for the right to receive one PubCo Class A Ordinary Share, and each issued and outstanding Roman Warrant will become one PubCo Warrant to purchase one PubCo Class A Ordinary Share, with PubCo issuing a number of PubCo Class A Ordinary Shares and PubCo Warrants in accordance with the terms of the ThomasLloyd Business Combination Agreement.

At least one day following the Merger Effective Time, PubCo will acquire all of the issued and outstanding ordinary shares of ThomasLloyd from the Sellers in exchange for the issuance by PubCo of new ordinary shares, par value $0.01 per share, consisting of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares.

Subject to the terms and conditions of the ThomasLloyd Business Combination Agreement, PubCo will issue to the Sellers in the aggregate, a number of PubCo Class A Ordinary Shares or PubCo Class B Ordinary Shares, as applicable, with an aggregate value up to an amount equal to the relevant portion of the Share Exchange Aggregate Consideration (as defined in the ThomasLloyd Business Combination Agreement, based on an equity value of $850,000,000), with PubCo allotting and issuing to each Seller, for each ThomasLloyd ordinary share held, a number of PubCo Class A Ordinary Shares and/or PubCo Class B Ordinary Shares, as applicable, equal to the Per Share Exchange Ratio in accordance with the Allocation Schedule (each as defined in the ThomasLloyd Business Combination Agreement).

For a full description of the ThomasLloyd Business Combination Agreement and the proposed ThomasLloyd Business Combination, please see Item 1.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from July 25, 2024 (inception) through December 31, 2024 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination.

Our only activities from July 25, 2024 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination, including the ThomasLloyd Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

1 unchanged sentence

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.

For the year ended December 31, 2025, we had net income of $7,737,428, which consisted of interest earned on investments held in the Trust Account of $ 9,721,281, as well as a change in the fair value of over - allotment liability of $268,783, offset by formation and operating costs of $2,252,636.

For the period from July 25, 2024 (inception) through December 31, 2024, we had net income of $223,461, which consisted of change on over-allotment liability of $113,129 and interest earned on investments held in the Trust Account of $317,267, offset by formation and operating costs of $206,935.

3 unchanged sentences

We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Liquidity and Capital Resources

Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor.

5 unchanged sentences

Riley, generating gross proceeds of $7,385,000.

Following the Initial Public Offering, a total of $201,000,000 was placed in the Trust Account.

On January 23, 2025, the underwriters of the Initial Public Offering fully exercised the Over-Allotment Option, and on January 27, 2025, purchased an additional 3,000,000 Option Units pursuant to such exercise.

The Option Units were sold at an offering price of $10.00 per Option Unit, generating gross proceeds of $30,000,000.

In connection with the closing of the Over-Allotment Option, the Sponsor and B.

Riley purchased an additional 750,000 Private Placement Warrants in the aggregate at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $750,000.

Following the closing of our Initial Public Offering, the Private Placement and the full exercise of the Over-Allotment Option, a total of $231,150,000 was placed in a U.S.-based trust account maintained by Continental, acting as trustee.

We incurred $5,328,515 of offering expenses, consisting of $4,600,000 of cash underwriting fees and $728,515 of other offering costs.

3 unchanged sentences

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

For the year ended December 31, 2025, cash used in operating activities was $1,288,906.

Net income of $7,737,428 consisted of interest earned on investments held in the Trust Account of $9,721,281 and a change in the fair value of over-allotment option of $268,783.

Changes in operating assets and liabilities provided $963,730 of cash from operating activities.

For the period from July 25, 2024 (inception) through December 31, 2024, cash used in operating activities was $411,797.

Net income of $223,461 was affected by the change on over-allotment liability of $113,129 and interest earned on investments held in the Trust Account of $317,267.

Net income of $223,461 consisted of change on over-allotment liability of $113,129 and interest earned on investments held in the Trust Account of $317,267.

Changes in operating assets and liabilities used $204,862 of cash from operating activities.

11 unchanged sentences

The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such 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 for at least the next 12 months.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Update Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

There is no assurance that we will be able to raise additional capital.

We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements included in Item 1.

“Financial Statements” of this Report.

These conditions raise substantial doubt about our ability to continue as a going concern.

The financial statements included in Item 1.

“Financial Statements” of this Report do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

2 unchanged sentences

Commencing on December 13, 2024, and until completion of our initial Business Combination or liquidation, we pay our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Services Agreement.

Under the Administrative Services Agreement, there was $4,838 incurred and included in accrued expenses for the year ending December 31, 2024.

The Company incurred and paid $120,000 for administrative services for the year ended December 31, 2025.

For the period from July 25, 2024 (inception) through December 31, 2024, the Company incurred $4,838 of administrative services fees which was included in accrued expenses in the accompanying balance sheet.

Underwriting Agreement

17 unchanged sentences

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

Financial Statements and Supplementary Data.

Reference is made to pages F-1 through F-22 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 7. Management’s Discussion and Analysis