What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2026-01-20 · 185 added, 153 removed, 44 unchanged (88% of the section changed)

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Special Note Regarding Forward-Looking Statements

This quarterly report, including statements under

this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking

These forward-looking statements include, but are not limited to, statements regarding our or our management team’s

expectations, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections, forecasts

or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

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

“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and similar expressions may identify forward-looking statements, but

the absence of these words does not mean that a statement is not a forward-looking statement.

Such forward-looking statements relate to

future events or future performance, but reflect management’s current beliefs, based on information currently available.

of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in

the forward-looking statements.

For information identifying some of the important factors that could cause actual results to differ materially

from those anticipated in the forward-looking statements, please refer to the discussion under the headings “Cautionary Note Regarding

Forward-Looking Statements” and “Risk Factors” in our final prospectus filed with the U.S.

Securities and Exchange Commission

(the “SEC”) on December 10, 2025.

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, we disclaim 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 newly incorporated blank check company,

incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,

reorganization or similar business combination with one or more businesses or entities.

We have not selected any specific business combination

target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business

combination target with respect to a business combination with us.

We intend to effectuate our initial business combination using cash

from the proceeds of the Initial Public Offering (as defined below) and the sale of the Private Units (as defined below), our shares,

debt or a combination of cash, shares and debt.

We intend to effectuate our initial business combination using cash from the proceeds

of this offering and the sale of the private units, our common equity or any preferred equity that we may create in accordance with the

terms of our charter documents, debt, or a combination of cash, common or preferred equity and debt.

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and

Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve

risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other

than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the proposed business combination,

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements, including that the conditions of the proposed business combination are not satisfied.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking

statements, please refer to the factors listed from time to time as “Risk Factors” in our filings with the U.S.

and Exchange Commission (the “SEC”), including without limitation, in our subsequent reports on Form 10-K, Form 10-Q and Form

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

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 company incorporated in the

Cayman Islands on August 7, 2025 formed for the purpose of merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses.

We intend to effectuate an initial business combination using cash from the

proceeds of our IPO and the sale of the private placement units, the proceeds of the sale of our securities in connection with an initial

business combination (pursuant to forward purchase agreements or backstop agreements we may enter), securities issued to the owners of

the target of an initial business combination, debt issued to bank or other lenders or the owners of the target of an initial business

combination, or a combination of the foregoing or other sources.

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will be successful.

The issuance of additional ordinary shares or

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may adversely affect prevailing market prices for our public shares.

Similarly, if we issue debt

securities or otherwise incur significant indebtedness, it could result in:

Similarly, if we issue debt securities or otherwise incur significant

indebtedness, it could result in:

default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to repay our debt obligations;

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Results of Operations

As of September 30, 2025, we had not commenced

any operations.

All activity from inception through September 30, 2025 relates to our formation and preparation for the Initial Public

We will not generate any operating revenues until after the completion of an initial business combination, at the earliest.

We will generate non-operating income in the form of interest earned on the net proceeds of the Initial Public Offering placed in the

Trust Account.

We expect to incur increased 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 period from August 7, 2025 (inception)

through September 30, 2025, we had net loss of $66,193, which consisted of formation, general and administrative expenses.

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from August 7, 2025 (inception) through March 31, 2026 were organizational activities,

those necessary to prepare for the IPO, described below, and identifying a target company for a business combination.

We do not expect

to generate any operating revenues until after the completion of our business combination.

We generate non-operating income

in the form of interest earned on investments held in Trust Account.

We incur expenses as a result of being a public company for legal,

financial reporting, accounting and auditing compliance.

For the three months ended March 31, 2026, we

had net income of $2,030,262, which consists of income earned on investments held in Trust Account of $2,225,943 and gain on expiration

of over-allotment liability of $77,000, partially offset by formation, general and administrative expenses of $272,681.

Liquidity and Capital Resources

As of September 30, 2025, we had no cash equivalents

and a working capital deficit of $192,695.

Our liquidity needs have been satisfied prior

to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from our sponsor in exchange for the

issuance of the founder shares to our sponsor and up to $300,000 in a loan from our sponsor under the Promissory Note.

This loan was non-interest

bearing and unsecured.

This loan was due at the earlier of August 12, 2026 or the closing of the Initial Public Offering and was anticipated

to be repaid upon completion of the Initial Public Offering.

On December 10, 2025, the Promissory Note was repaid in full.

Subsequent to the quarterly period covered by this Quarterly Report,

on December 10, 2025, the Company consummated its Initial Public Offering of 25,000,000 Units, including the issuance of 2,500,000 Over-Allotment

Option Units as a result of the underwriters’ partial exercise of their Over-Allotment Option, at $10.00 per Unit, generating

gross proceeds of $250,000,000, and incurring offering costs of $14,449,003, consisting of $5,000,000 of cash underwriting fee, $8,750,000

of deferred underwriting fee, and $699,003 of other offering costs.

A total of $250,000,000 ($10.00 per Unit) from

the net proceeds of the sale of the Units in the Initial Public Offering (including the Over-Allotment Option Units) and certain proceeds

from the sale of the Private Placement Units was placed in the Trust Account.

The funds will only be invested in U.S.

treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations;

the holding of these assets in this

form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and may at any time be held

as cash or cash items, including in demand deposit accounts at a bank.

The Company will disclose in each quarterly and annual report filed

with the SEC prior to its initial Business Combination whether the proceeds deposited in the Trust Account are invested in U.S.

treasury obligations or money market funds or a combination thereof or as cash or cash items, including in demand deposit accounts.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the trust account (excluding contingent, deferred underwriting

commissions).

We may withdraw interest for permitted withdrawals, including the payment of income or franchise (but not excise) taxes.

To the extent that our equity or

debt is used, in whole or in part, as consideration to complete our initial 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.

Prior to the completion of our initial Business

Combination, we will have available to us funds that are 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.

On December 10, 2025, we consummated the

IPO of 25,000,000 units at $10.00 per unit, including 2,500,000 units issued pursuant to the partial exercise by the underwriters of their

over-allotment option, generating gross proceeds of $250,000,000.

Simultaneously with the closing of the IPO, we consummated the sale

of an aggregate of 685,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement

Unit, in a private placement to the Sponsor and the representative of the underwriters of the Initial Public Offering, generating gross

proceeds of $6,850,000.

Following the IPO, a total of $250,000,000 was

placed in the trust account (the “Trust Account”).

Upon the underwriters’ partial exercise of the over-allotment option,

transaction costs amounted to $14,449,003, consisting of $5,000,000 of cash underwriting fee, $8,750,000 of deferred underwriting fee,

and $699,003 of other offering costs.

For the three months ended March 31, 2026, cash used in operating activities

was $278,253.

Net income of $2,030,262 was affected by interest earned on investments held in the Trust Account of $2,225,943 and gain

on expiration of over-allotment liability of $77,000.

Changes in operating assets and liabilities used $5,572 of cash for operating activities.

As of March 31, 2026, we had investments held

in the Trust Account of $252,761,757.

We intend to use substantially all of the funds held in the Trust Account, including any amounts

representing interest earned on the Trust Account (less income taxes payable, if any), to complete our business combination.

To the extent

that our share capital 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 $774,387.

We intend to 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.

In order to fund working capital deficiencies

or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their

affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a business combination, we would repay such

loaned amounts.

In the event that a business combination does not close, we may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of

such Working Capital Loans may be convertible into Private Placement Units of the post business combination entity at a price of $10.00

per unit at the option of the lender.

At March 31, 2026, no Working Capital Loans were outstanding.

We do not believe we will need to raise additional

funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial

Business Combination.

However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence

and negotiating an 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.

In order to fund working capital deficiencies or finance transaction

costs in connection with an intended initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination, we would

repay such loaned amounts.

In the event that our initial Business Combination does not close, we may use amounts held outside of the trust

account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such

loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option

of the lender.

Such units would be identical to the private placement units.

The terms of such loans, if any, have not been determined

and no written agreements exist with respect to such loans.

Prior to the completion of our initial Business Combination, we do not expect

to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to

loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

These amounts are estimates and may differ materially

from our actual expenses.

In addition, we could use amounts held outside of the trust account to pay commitment fees for financing, fees

to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a

provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on

terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any

current intention to do so.

If we entered into an agreement where we paid for the right to receive exclusivity from a target business,

the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of

the specific Business Combination and the amount of our available funds at the time.

Our forfeiture of such funds (whether as a result

of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with

respect to, prospective target businesses.

Moreover, we may need to obtain additional financing

to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held

in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the Business

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

we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and

the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from

the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing

to complete such proposed initial Business Combination.

We may also obtain financing prior to the closing of our initial Business Combination

to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans,

advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements

or backstop agreements we may enter into following consummation of this offering.

Subject to compliance with applicable securities laws,

we would only complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete

our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account.

In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in

order to meet our obligations.

funds in order to meet the expenditures required for operating our business.

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

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of March 31, 2026 and December 31, 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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obligations, operating lease obligations or long-term liabilities.

No unaudited quarterly operating data is included in this Quarterly

Report as we have not conducted any operations to date.

The underwriters had a 45-day option

from the effective date of the registration statement for the Initial Public Offering to purchase up to an additional 3,375,000 units

to cover over-allotments, if any.

On December 10, 2025, the underwriters partially exercised their over-allotment option for an additional

2,500,000 Units, generating additional proceeds to the Company of $25,000,000 (see Note 8).

The underwriters were paid a cash underwriting

discount of $5,000,000 ($0.20 per Unit offered in the IPO).

Additionally, the underwriters are entitled to a contingent, deferred fee

of $0.35 per Unit, or $8,750,000.

The contingent, deferred fee will become payable to the Underwriter from the amounts held in the Trust

Account solely in the event that the Company completes a business combination.

Per the underwriting agreement, $0.10 per Unit of such

$0.35 per Unit shall be due solely on amounts remaining in the trust account following all properly submitted shareholder redemptions

in connection with the consummation of our initial business combination and $0.05 per Unit of such $0.35 per Unit shall be allocable by

us to third parties that are members of FINRA, but that are not participating in the IPO, that assist us in consummating our initial business

Critical Accounting Estimates

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially differ from

those estimates.

We have not identified any critical accounting estimates as of September 30, 2025.

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported.

Making estimates requires management to exercise significant

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed

at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to

one or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

Warrant Instruments

The Company accounts for the public and private

warrants issued in connection with its initial public offering and the private placement in accordance with the guidance contained in

FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under

equity treatment at their assigned values.

The fair value of public warrants was determined using Black-Scholes Simulation Model.

public warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The key inputs

used in the valuation of the public warrants are as follows:

Implied ordinary share price

Exercise price

Simulation term (years)

Risk-free rate

Estimated implied volatility

Market adjustment

Calculated value per warrant

Over-allotment Option

The Company reports its over-allotment option

at fair value.

Changes in the estimated fair value of the over-allotment option are recognized as non-cash gains or losses in

the statements of operations.

The fair value of our over-allotment option was determined using a Black-Scholes valuation model.

The Black-Scholes

valuation model uses significant inputs related to expected share-price volatility, expected life and risk-free interest rate.

estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to

the expected remaining life of the option.

The expected life of the option is assumed to be equivalent to their remaining contractual

As each of these items are out of the control of management, significant uncertainty exists in the Black-Scholes valuation model

and the underlying assumptions.

Deviations from these estimates could result in a significate difference to our financial results.

the changes in fair value have no impact to our cash, changes in fair value of the over-allotment option and derivations from our estimates

of fair value have no impact on our cash inflows or outflows.

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 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.

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

deficit section of our balance sheets.

Net (Loss) Income Per Ordinary Share

Net (loss) income per ordinary share is computed

by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period.

Subsequent measurement of

the redeemable Class A ordinary shares is excluded from (loss) income per ordinary share as the redemption value approximates fair value.

We calculate our earnings per share to allocate net income pro rata to Class A and Class B ordinary shares.

This presentation contemplates

a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income of our

Recent Accounting Standards

Refer to Note 2 – Significant Accounting

Policies in Part I.

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 the Company’s financial

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