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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-20 · 39 added, 49 removed, 123 unchanged (42% of the section changed)

1 unchanged sentence

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Report”) including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Report”) including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.

When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements.

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On April 22, 2026, James Nevels resigned as a director of the Company, with immediate effect.

On April 27, 2026, the Board of Directors appointed Randolph C.

On April 27, 2026, the Company’s Board appointed Randolph C.

Read to serve as an independent director, with immediate effect.

1 unchanged sentence

On May 11, 2026, Michael Woods resigned as a director of the Company, with immediate effect.

On May 11, 2026, the Board appointed Hunter C.

On May 11, 2026, the Company’s Board appointed Hunter C.

Gary to serve as an independent director and a member of the Compensation Committee of the Board, with immediate effect.

In connection with their appointments, each of Mr.

Gary will receive for their services as directors an indirect interest in the Founder Shares through membership interests in the Sponsor.

On May 6, 2026 we entered into an agreement with Lucid in connection with the proposed private placement, backstop financing, or other financing of the Company’s equity, equity-linked, convertible debt, or straight debt securities as it relates to the ThomasLloyd Business Combination Agreement.

In consideration for the services described above, Lucid shall be entitled to receive, and the Company agrees to pay Lucid, the following compensation:

Offering Fee.

If the Company completes an Offering, the Company shall pay Lucid a fee equal to 6% of gross proceeds raised.

The Offering Fee shall be paid on gross proceeds raised if an Offering is consummated during the term or a definitive agreement, letter of intent, or other evidence of commitment is entered into during the Term which subsequently results in an Offering being consummated within 12 months following expiration of this Agreement.

The Offering Fee shall be paid in cash by wire transfer as soon as reasonably practicable simultaneously with the release of, and from the proceeds of, the Offering.

Strategic Advisory Fee.

The Company shall pay Lucid a fee equal to 3% of the aggregate consideration or equity value of any strategic transaction entered into with any party introduced to the Company by Lucid during the Term.

Such strategic transaction shall include, without limitation, any strategic investment in the Company (other than as part of an Offering), any investment by the Company in or together with such party or in any asset or venture with such party, or any other partnership, joint venture, licensing, commercial, distribution, development, marketing or similar strategic relationship.

Such Strategic Advisory Fee shall be due and payable in the same form of consideration in which the strategic transaction is consummated (e.g.

cash, Company shares or any combination thereof), as soon as reasonably practicable following the closing or consummation of the applicable strategic transaction (or, if there are multiple closings, pro rata at each closing based on the value consummated at such closing) and shall be in addition to, and not in lieu of, any Offering Fee.

Sharing of Economics.

Notwithstanding anything to the contrary herein, Lucid shall be permitted to pay to one or more co-managers or joint agents, to be mutually agreed upon by the Company and Lucid, an amount up to 30% of the aggregate compensation paid or payable to Lucid under Paragraph 5a.

The payment of such amount shall be the sole responsibility of Lucid and shall not increase the aggregate compensation payable by the Company under Paragraph 5a.

The Company may engage additional financial institutions, including international investment banks, in connection with the placement of the Securities, specifically to access international investors.

The Company and Lucid shall work in good faith to agree on a commercially reasonable allocation of economics among the participating institutions, consistent with customary market practice.

Neither party shall be required to accept any allocation that is not

commercially reasonable, and any such allocation shall be subject to the mutual agreement of the Company and Lucid, not to be unreasonably withheld, conditioned or delayed.

On May 13, 2026, the Company engaged Berenberg and Lucid to act as a placement agent in connection with a proposed private placement, whether in one or a series of offerings, of equity or equity-related securities of a newly formed entity that will be the ultimate parent of the Company, the proceeds of which ultimately will be used to fund the ThomasLloyd Business Combination.

The fees payable to Berenberg and Lucid for acting as Co-Placement Agents in connection with the Offering shall be a total of 6.00% of the aggregate price at which the Securities are sold by the Company (the “Aggregate Sales Price”), which fee shall be divided as follows:

Gary has received for his services as a director an indirect interest in the Founder Shares through membership interests in the Sponsor.

On May 27, 2026, the Company and Mr.

Birmingham entered into an Addendum to extend the term of employment of Mr.

Birmingham as the Company’s Chief Financial Officer until the earlier of the date that (i) either party terminates the Addendum;

(ii) the Company’s initial business combination is consummated;

(iii) the Company is wound up;

Birmingham vacates or is removed from such position.

Pursuant to the Addendum, Mr.

Birmingham will receive a one-time cash payment in the amount of $25,000 relating to the remaining Securities and Exchange Commission reporting work of the Company.

On May 6, 2026, we entered into an agreement with Lucid in connection with the proposed private placement, backstop financing, or other financing of the Company’s equity, equity-linked, convertible debt, or straight debt securities relating to the ThomasLloyd Business Combination Agreement.

In consideration for the services described above, Lucid shall be entitled to receive, and the Company agrees to pay Lucid, the following compensation, including (i) an offering fee equal to 6% of gross proceeds raised in such financing, and (ii) an advisory fee equal to 3% of the aggregate consideration or equity value of any strategic transaction entered into with any party introduced to the Company by Lucid during the agreement period.

On May 13, 2026, the Company engaged Berenberg and Lucid to act as co-placement agents in connection with a proposed private placement, whether in one or a series of offerings, of equity or equity-related securities of a newly formed entity that will be the ultimate parent of the Company, the proceeds of which ultimately will be used to fund the ThomasLloyd Business Combination.

The fees payable to Berenberg and Lucid for acting as co-placement agents in connection with such offering shall be a total of 6.00% of the Aggregate Sales Price, which fee shall be divided as follows:

(i) for gross proceeds received from investors domiciled in the United States, 70% to Lucid and 30% to Berenberg, (ii) for gross proceeds received from investors domiciled in Europe (including but not limited to the United Kingdom and the European Economic Area), 30% to Lucid and 70% to Berenberg, and (iii) for gross proceeds received from all other investors, 50% to Lucid and 50% to Berenberg.

In the event the Company engages one or more additional investment banks to serve as co-placement agents for the Company, the Aggregate Sales Price shall be split amongst all placement agents as in effect, including the Co-Placement Agents.

The Placement Fee shall be payable upon the consummation of the placement of the applicable Securities and the closing of the Business Combination.

The Company shall have the right to engage other brokers or agents to participate in the Private Placement, provided that (i) Berenberg and Lucid have provided their prior written consent (such consent not to be reasonably withheld, conditioned or delayed) to any such appointment or engagement, (ii) the Company shall have consulted with Berenberg and Lucid prior to any such appointment or engagement so as to, among other things, ensure a coordinated process as to marketing efforts and any additional payable fees.

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 March 31, 2026 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.

Our only activities from July 25, 2024 (inception) through June 30, 2026 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 three months ended March 31, 2026, we had net loss of $235,067, which consisted of general and operating costs of $1,885,399, offset by interest earned on investments held in the Trust Account of $1,650,332.

For the three months ended March 31, 2025, we had net income of $2,214,005, which consisted of interest earned on investments held in the Trust Account of $2,286,602, as well as change in fair value of over - allotment liability of $268,783, offset by general and operating costs of $341,380.

For the three months ended June 30, 2026, we had net income of $2,203,834, which consisted of interest earned on investments held in the Trust Account of $2,641,365, offset by general and administrative expenses of $437,531.

For the six months ended June 30, 2026, we had net income of $1,968,767, which consisted of interest earned on investments held in the Trust Account of $4,291,697, offset by general and administrative expenses of $2,322,930.

For the three months ended June 30, 2025, we had net income of $2,027,870, which consisted of interest earned on investments held in the Trust Account of $2,422,595, offset by general and administrative expenses of $394,725.

For the six months ended June 30, 2025, we had net income of $4,241,875, which consisted of interest earned on investments held in the Trust Account of $4,709,197, as well as change in fair value of over-allotment liability of $268,783, offset by general and administrative expenses of $736,105.

Liquidity, Capital Resources and Going Concern

8 unchanged sentences

The over-allotment Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $30,000,000.

In connection with the full exercise of the over-

allotment option, the Sponsor and B.

In connection with the full exercise 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.

5 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 three months ended March 31, 2026, cash used in operating activities was $409,532.

Net loss of $235,067 consisted of interest earned on investments held in the Trust Account of $1,650,332.

For the six months ended June 30, 2026, cash used in operating activities was $496,784.

Net income of $1,968,767 consisted of interest earned on investments held in the Trust Account of $4,291,697.

Changes in operating assets and liabilities provided $1,826,146 of cash from operating activities.

For the three months ended March 31, 2025, cash used in operating activities was $323,430.

For the six months ended June 30, 2025, cash used in operating activities was $ 653,106 .

Net income of $4,241,875 was affected by the interest earned on investments held in the Trust Account of $4,709,197 and a change in the fair value of over-allotment option of $268,783.

Changes in operating assets and liabilities provided $82,999 of cash from operating activities.

As of March 31, 2026, we had investments held in the Trust Account of $242,838,887.

As of June 30, 2026, we had investments held in the Trust Account of $245,480,252.

We intend to use substantially all of 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, to complete our Business Combination.

To the extent that our equity or debt is used, in whole or in part, as consideration to complete our 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.

As of March 31, 2026, we had cash of $53,490.

As of June 30, 2026, we had cash of $66,238.

We use the funds held outside the Trust Account 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, and structure, negotiate and complete a Business Combination.

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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.

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 unaudited condensed financial statements included in Item 1.

“Financial Statements” of this Quarterly Report.

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

going concern.

The unaudited condensed financial statements included in Item 1.

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

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,” Management has determined that we currently lack the liquidity needed to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in the Report under Item 1.

“Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans.

In addition, Management has determined that if we are unable to complete an initial Business Combination within the Completion Window, then we will cease all operations except for the purpose of liquidating.

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

Management plans to consummate an initial Business Combination prior to the end of the Completion Window.

No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the Completion Window.

There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Contractual Obligations

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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.

The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2026, which was included in accrued expenses in the accompanying condensed balance sheets.

The Company incurred and paid $30,000 for administrative services for the three months ended March 31, 2025, which was included in accrued expenses in the accompanying condensed balance sheets.

The Company incurred $30,000 and $60,000 for administrative services for the three and six months ended June 30, 2026, respectively.

$30,000 of such incurred fees remained unpaid and included in the accounts payable and accrued liabilities line item in the Company’s balance sheet as of June 30, 2026.

The Company incurred and paid $30,000 and $60,000 for administrative services for the three and six months ended June 30, 2025, respectively.

Underwriting Agreement

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If the Fee has not been paid in its entirety at Closing or subsequent to the Closing, subject to certain conditions, the Company has agreed to maximize its use of the CEF, subject to customary ownership and volume limitations, and to pay B.

Riley 30% of the net proceeds raised under the CEF until the Fee is paid in

Riley 30% of the net proceeds raised under the CEF until the Fee is paid in full.

If the Fee has not been paid in full by the twelve-month anniversary of the Closing, PubCo will be required to pay the remaining unpaid balance in cash.

16 unchanged sentences

● a transaction fee tied to redemption outcomes at the completion of the initial Business Combination, ranging from $150,000 to $300,000 payable in the case of successful completion of initial Business Combination;

and a fully discretionary bonus of $100,000, payable in full or in part at the sole discretion of the Company based on performance.

● a fully discretionary bonus of $100,000, payable in full or in part at the sole discretion of the Company based on performance.

Critical Accounting Estimates

7 unchanged sentences

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