What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-03 compared with 2026-05-08 · 37 added, 30 removed, 204 unchanged (25% of the section changed)

98 unchanged sentences

negotiating and consummating the business combination.

the three months ended March 31, 2026, cash provided by operating activities was $1,195, primarily due to payments made by the sponsor,

which offset the Company’s operating expenditures during the period.

As of March 31, 2026, we had cash at bank of $1,656.

March 31, 2026, the Company had working capital deficit of $854,550, excluding deferred underwriting commissions and the available cash

the six months ended June 30, 2026, cash used in operating activities was $120, primarily due to the Company’s operating expenditures,

which offset payments made by the sponsor during the period.

As of June 30, 2026, we had cash at bank of $341.

June 30, 2026, the Company had working capital deficit of $980,611, 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

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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

32 unchanged sentences

have neither engaged in any operations nor generated any revenue to date.

Our entire activity since inception through March 31, 2026

related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the

search for a prospective initial business combination.

We do not expect to generate any operating revenues until the closing and completion

of our initial business combination, at the earliest.

We will generate non-operating income in the form of interest income from the amount

held in the trust account.

We expect that we will 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 in connection with search for, and completing,

a business combination.

the three months ended March 31, 2026, we had net loss of $110,289, which consisted of operating costs of $268,316, offset by interest

and dividends earned on marketable securities held in the operating account and Trust Account of $158,027.

For the three months ended

March 31, 2025, we had net income of $630,284, which consisted of operating costs of $110,859, offset by interest and dividends earned

Our entire activity since inception through June 30, 2026 related

to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for

a prospective initial business combination.

We do not expect to generate any operating revenues until the closing and completion of our

initial business combination, at the earliest.

We will generate non-operating income in the form of interest income from the amount held

in the trust account.

We expect that we will 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 in connection with search for, and completing, a business

the six months ended June 30, 2026, we had net loss of $74,754, which consisted of operating costs of $394,383, offset by interest earned

on marketable securities held in the operating account and Trust Account of $319,629.

For the six months ended June 30, 2025, we had

net income of $1,261,782, which consisted of operating costs of $223,570, offset by interest and dividends earned on marketable securities

held in the operating account and Trust Account of $1,485,352.

to a registration rights agreement entered into on July 24, 2024, the holders of the insider shares, private placement units (including

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to possible redemption.

We have not identified any critical accounting estimates.

Accounting Pronouncements

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Sheet Arrangements

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.

April 6, 2026, the Company received a deficiency notice from Nasdaq stating that it no longer complies with Nasdaq Listing Rule 5450

(a)(2), which requires a minimum of 400 public shareholders for continued listing on the Nasdaq Global Market.

The Company has until

May 21, 2026 to submit a compliance plan, and may be granted up to 180 days from the notice date to regain compliance if the plan is

The Company is evaluating strategic alternatives, including a potential transfer to the Nasdaq Capital Market.

no assurance that the Company will successfully regain compliance or maintain its Nasdaq listing.

The Company filed a Form 8-K with the

SEC on April 9, 2026 to disclose this matter.

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.

to the quarter ended June 30, 2026, on July 29, 2026, the Company completed the transfer of its listed securities from the Nasdaq Global

Market to the Nasdaq Capital Market, following Nasdaq’s approval received on July 27, 2026.

This transfer was initiated to address

previously reported deficiencies in the Company’s compliance with the Global Market continued listing standards and has successfully

restored the Company’s compliance at the Capital Market tier, which imposes lower quantitative thresholds for stockholders’

equity, market value of publicly held shares, and minimum bid price.

While this transfer has resolved the immediate risk of delisting,

management cautions that there can be no assurance that the Company will be able to maintain compliance with the Capital Market’s

ongoing listing requirements in the future.

A future delisting from Nasdaq, if it were to occur, would materially reduce the trading

liquidity of the Company’s ordinary shares, units and rights, and would adversely affect their market prices, as well as potentially

impair the Company’s access to capital markets.

Management intends to continue monitoring the Company’s key financial metrics

against the Capital Market continued listing standards and will evaluate available remedial measures, if necessary.

However, there is

no guarantee that any such measures would be successful or that the Company would avoid future non-compliance.

This listing transfer

does not have any direct impact on the Company’s reported results of operations, cash flows, or financial position for the quarter

ended June 30, 2026.

qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements

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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