What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-25 compared with 2025-03-31 · 128 added, 84 removed, 149 unchanged (59% of the section changed)

35 unchanged sentences

indicated in the accompanying financial statements, as of December 31, 2025, we had cash and cash in escrow of $461 and working capital

we expect to incur significant costs in the pursuit of our initial business combination.

We cannot assure you that our plans to raise

capital or to complete our initial business combination will be successful.

will have until 15 months from the closing of our initial public offering to complete a business combination.

If we anticipate that we

may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended

and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a

per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes

payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

If we are unable to complete

our initial business combination within the 15-month period or such period that may be extended, we will (1) cease all operations except

for the purpose of winding up;

(2) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the

outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, proceed to commence

a voluntary liquidation and thereby a formal dissolution of our company, subject in each case to its obligations to provide for claims

of creditors and the requirements of applicable law.

deficit of $361,245.

Further, we expect to incur significant costs in the pursuit of our initial business combination.

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

initially have 15 months from the closing of our initial public offering to consummate our initial business combination.

On October 22,

2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington

Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business

combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all

remaining public shares for each one-month extension.

we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval

to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business

If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their

shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

(net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

If we are unable

to complete our initial business combination by October 26, 2026 (unless further extended), we will (1) cease all operations except for

the purpose of winding up;

(2) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding

public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest

earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and our board of directors, proceed to commence a voluntary

liquidation and thereby a formal dissolution of our company, subject in each case to its obligations to provide for claims of creditors

and the requirements of applicable law.

Concern Consideration

of December 31, 2024, we had approximately $ 411,429 in cash and cash in escrow and working

capital of approximately $ 339,724 .

of December 31, 2025, we had approximately $ 461 in cash and cash in escrow and working capital

deficit of approximately $361,245 .

We had net income of $2,132,715 for the year ended December

31, 2025, which is mainly from the interest and dividends earned in trust account.

liquidity needs prior to the consummation of the initial public offering were satisfied through the receipt of $25,000 from the sale

of the initial shares, as well as a promissory note from our sponsor up to an aggregate amount of $300,000 to be used, in part, for transaction

costs incurred in connection with the initial public offering.

As of December 31, 2024 and 2023, the principal amount due and owing under

the promissory note was $ nil and $ nil , respectively.

Subsequent to the consummation of the initial public offering, our liquidity has been satisfied through the net proceeds from the consummation

of the initial public offering and the private placement held outside of the trust account.

In addition, in order to finance transaction

costs in connection with a business combination, sponsor, officers, directors, or their affiliates may provide us with working capital

loans as may be required (of which up to $300,000 may be converted into units).

See “—Liquidity and Capital Resources”

have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans.

We initially had 15 months from

the consummation of our initial public offering to consummate the initial business combination.

If we do not complete a business combination

within 15 months from the consummation of our initial public offering, we will trigger an automatic winding up, dissolution and liquidation

pursuant to the terms of the amended and restated memorandum and articles of association.

As a result, this has the same effect as if

we had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised) of the Cayman Islands.

no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.

However, we may

extend the period of time to consummate a business combination.

If we are unable to consummate our initial business combination within

the 15-month period (unless further extended), we will, as promptly as possible but not more than ten business days thereafter, redeem

100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of

any interest earned on the funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve.

we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

In the event of dissolution and liquidation, our warrants and rights will expire and will be worthless.

We initially have 15 months from

the closing of our initial public offering to consummate our initial business combination.

On October 22, 2025, we entered into an amendment

to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington Trust National Association.

to the Trust Agreement, we have the right to extend the time for us to complete our initial business combination for a period for 12

months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all remaining public shares for each

one-month extension.

we do not complete a business combination by October 26, 2026 (unless further extended), we will trigger an automatic winding up, dissolution

and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

As a result, this has the same

effect as if we had formally gone through a voluntary liquidation procedure under the Companies Act (As Revised) of the Cayman Islands.

Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.

we are unable to consummate our initial business combination by October 26, 2026 (unless further extended), we will, as promptly as possible

but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held

in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to

pay taxes, and then seek to liquidate and dissolve.

However, we may not be able to distribute such amounts as a result of claims of creditors

which may take priority over the claims of our public shareholders.

In the event of dissolution and liquidation, our warrants and rights

will expire and will be worthless.

connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15,

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raises substantial doubt about the ability to continue as a going concern.

The financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Our management has determined that we have funds that are sufficient to fund the working

capital needs of us until the consummation of an initial business combination or the winding up of our company as stipulated in the amended

and restated memorandum and articles of association.

The accompanying financial statements have been prepared in conformity with U.S.

Combination Agreement

to December 31, 2025, on February 2 , 2026, we entered into a Business Combination Agreement

(the “BCA”) with PrimeGen US, Inc.

and certain other parties, pursuant to which we intend to consummate our initial business

combination through a series of merger transactions.

Management believes that the consummation of the proposed business combination,

if completed, would provide us with an operating business and additional capital resources.

However, the completion of the proposed business

combination is subject to customary closing conditions, including regulatory approvals and shareholder approval, and there can be no

assurance that the transaction will be consummated.

Accordingly, the matters described above do not alleviate the substantial doubt about

our ability to continue as a going concern.

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

Our management has determined

that we have funds that are sufficient to fund the working capital needs of us until the consummation of an initial business combination

or the winding up of our company as stipulated in the amended and restated memorandum and articles of association.

The accompanying financial

statements have been prepared in conformity with U.S.

GAAP, which contemplate continuation of our company as a going concern.

and Capital Resources

We consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the underwriters

of their over-allotment option to purchase up to an additional 900,000 units on July 25, 2024.

The units were sold at an offering price

of $10.00 per unit, generating gross proceeds of $69,000,000.

Simultaneously with the closing of our initial public offering on July

26, 2024, we consummated the private placement with the sponsor of 206,900 units at a price of $10.00 per private unit, generating total

consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the underwriters of their over-allotment

option to purchase up to an additional 900,000 units on July 25, 2024.

The units were sold at an offering price of $10.00 per unit, generating

gross proceeds of $69,000,000.

Simultaneously with the closing of our initial public offering on July 26, 2024, we consummated the private

placement with the sponsor of 206,900 units at a price of $10.00 per private unit, generating total gross proceeds of $2,069,000.

our initial public offering and the private placement, a total of $69,000,000 of the net proceeds were deposited in the trust account.

11 unchanged sentences

the year ended December 31, 2025, cash used by operating activities was $410,968, primarily due to prepayment of formation and operational

Net cash used in investing activates was $69,000,000 to invest the cash in a trust account established for the benefit of our

public shareholders, with Wilmington Trust National Association acting as trustee.

Net cash provided by financing activities was $69,608,181,

primarily due to the consummation the IPO of 6,900,000 units at $10.00 per unit, generating gross proceeds of $69,000,000 and the proceeds

from sale of units to the founder in private placement generating total gross proceeds of $2,069,000.

Offering cost amounted to $1,485,819,

consisting of $1,035,000 of underwriting commissions and $450,819 of other offering costs.

As of December 31, 2024, we had cash at bank

December 31, 2024, the Company had working capital of $339,724, excluding deferred underwriting commissions and the available cash held

in the Trust Account for marketable securities, which indicated a lack of liquidity it needed to sustain operations for a reasonable

period of time, which was considered to be one year from the issuance of the financial statements.

As of December 31, 2025, we had cash at bank of $461.

December 31, 2025, the Company had working capital deficit of $ 361,245 , excluding deferred

underwriting commissions and the available cash held in the Trust Account for marketable securities, which indicated a lack of liquidity

it needed to sustain operations for a reasonable period of time, which was considered to be one year from the issuance of the financial

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our sponsor,

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would be used for such repayment.

Up to $300,000 of such loans may be convertible upon consummation of the initial business combination

into private units at a price of $10.00 per unit.

October 28, 2024, we issued an unsecured promissory note to the sponsor, pursuant to which we may borrow up to an aggregate principal

3 unchanged sentences

units at a price of $10.00 per unit.

As of December 31, 2024, the principal amount due and owing under the Working Capital Loan Note

On July 29, 2025, we entered into a Letter Agreement to the Working Capital Loan Note (the “Letter

Agreement”) with the sponsor, pursuant to which we and the sponsor agreed to terminate the Working Capital Loan Note and confirmed

that the outstanding amount that we borrowed under the Promissory Note was $nil.

October 22, 2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with

Wilmington Trust National Association.

Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial

business combination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000

for all remaining public shares for each one-month extension.

On October 23, 2025, we issued an unsecured promissory note in the aggregate

principal amount of $75,000 (the “Note”) to the sponsor, in exchange for its depositing such amount into the our trust account

in order to extend the amount of time we have available to complete the business combination.

The Note does not bear interest and matures

upon the closing of our business combination.

In addition, the Note may be converted by the holder into units identical to the units

issued in our initial public offering at a price of $10.00 per unit.

As of December 31, 2025, we have issued additional unsecured promissory

notes to the sponsor in connection with subsequent one-month extensions, resulting in an aggregate principal amount of $150,000 deposited

into the trust account for business combination extension purposes.

Additionally,

during the shareholder meeting, a total of 5,247,491 shares of common stock were tendered for redemption.

This redemption of public shares

resulted in a significant reduction in the number of outstanding public shares and has impacted the Company’s available liquidity.

Management is actively managing the Company’s cash resources to ensure that sufficient funds are available to meet the minimum

cash condition required to consummate the business combination.

redemption of public shares, together with the extension of the business combination deadline, provides the Company with additional time

to pursue suitable acquisition targets.

However, the redemption activity has reduced the amount of cash available outside of the Trust

Account, and any further redemptions could further impact the Company’s liquidity position and its ability to consummate the business

To support its ongoing liquidity needs and fund operating and transaction-related expenses, the Company plans to issue additional

promissory notes to the Sponsor or its affiliates, subject to mutually agreed terms.

The Company will continue to closely monitor its

liquidity position and take appropriate actions to ensure that it maintains sufficient capital resources to complete the business combination.

of Operations

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and dividends earned on marketable securities held in the operating account and Trust Account of $2,689,889.

to December 31, 2025, on February 2 , 2026, we entered into a Business Combination Agreement

(the “BCA”) with PrimeGen US, Inc.

and certain other parties, pursuant to which we intend to consummate our initial business

As the proposed business combination had not been consummated as of December 31, 2025, the execution of the BCA did not

have any impact on our results of operations for the year ended December 31, 2025.

Accordingly, we did not recognize any revenues related

to the target business during the period, and our expenses continued to primarily consist of legal, accounting, advisory and other professional

fees incurred in connection with identifying and evaluating a target business and preparing for the proposed business combination.

to a registration rights agreement entered into on July 24, 2024, the holders of the initial

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In addition, we agreed to issue 69,000 ordinary shares (the “Representative

Shares”) to Alliance Global Partners (“A.G.P.”) upon the consummation

of the initial public offering as part of the underwriting compensation in connection with the offering.

On July 26, 2024 we issued 69,000

Representative Shares to A.G.P.

at the closing of our initial public offering, which have been received by A.G.P.

Shares”) to Alliance Global Partners (“A.G.P.”) upon the consummation of the initial public offering as part of the

underwriting compensation in connection with the offering.

On July 26, 2024 we issued 69,000 Representative Shares to A.G.P.

at the closing

of our initial public offering, which have been received by A.G.P.

Administrative

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those estimates.

A critical accounting estimate to our financial statements includes the valuation of ordinary shares subject to possible

We have not identified any critical accounting estimates.

critical accounting estimate to our financial statements includes the valuation of ordinary shares subject to possible redemption.

have not identified any critical accounting estimates.

connection with the proposed business combination, management has estimated the costs related to the transaction, which include legal,

accounting, advisory, and other professional fees.

These costs are expensed as incurred and are subject to change depending on the final

structure of the business combination and the parties involved.

The Company has not yet finalized the total amount of transaction costs,

which will be reflected in the financial statements upon the consummation of the business combination.

Accounting Pronouncements

management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have

a material effect on our unaudited financial statements.

a material effect on our audited financial statements.

Sheet Arrangements and Contractual Obligations

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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-K

Item 7. Management’s Discussion and Analysis