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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-11-12 · 37 added, 48 removed, 155 unchanged (35% of the section changed)

5 unchanged sentences

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

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negotiating and consummating the business combination.

the nine months ended September 30, 2024, cash used by operating activities was $163,331, primarily due to prepayment of formation and

operational costs.

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 stockholders, 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 September 30,

2024, we had cash at bank of $444,850.

September 30, 2024, the Company had working capital of $427,054 excluding deferred underwriting commissions and including the available

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

the three months ended March 31, 2025, cash used by operating activities was $139,921, primarily due to prepayment of formation and operational

As of March 31, 2025, we had cash at bank of $271,508.

March 31, 2025, the Company had working capital of $232,302, 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.

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

officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial

business combination, we will repay such loaned amounts.

In the event that the initial 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 $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

amount of $300,000 (the “Promissory Note”).

The Promissory Note is non-interest-bearing, and the principal under the Promissory

Note is payable on the date which we consummate an initial business combination.

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

officers, directors, or their affiliates may, but are not obligated to, loan us funds as may be required (“Working Capital Loan”).

If we complete our initial business combination, we will repay such loaned amounts.

In the event that the initial 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 $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.

As of the date of this Quarterly Report, no Working Capital Loan

has been granted.

The Promissory Note is non-interest-bearing and payable on the consummation of

the initial business combination or converted upon consummation of the business combination into additional private units at a price

of $10.00 per unit.

As of March 31, 2025, the principal amount due and owing under the Promissory Note was $nil.

of Operations

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

Our entire activity since inception through September 30, 2024

Our entire activity since inception through March 31, 2025

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

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a business combination.

the three months ended September 30, 2024, we had net income of $526,781, which consisted of operating costs of $127,361, offset by

interest and dividends earned on marketable securities held in the operating account and Trust Account of $654,142.

For the three months

ended September 30, 2023, we had a net loss of $666, which consisted of operating cost of $666.

the nine months ended September 30, 2024, we had net income of $474,123, which consisted of operating costs of $180,019, offset by interest

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 on marketable securities held in the operating account and Trust Account of $741,143.

For the nine months ended

September 30, 2023, we had a net loss of $1,996, which consisted of operating cost of $1,996.

For the three months ended

March 31, 2024, we had a net loss of $10,623, which consisted of operating cost of $10,623.

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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underwriters are entitled to a cash underwriting commission of 2.5% of the gross proceeds of the initial public offering upon the closing

of the initial business combination, including (1) $0.15 per Unit, or $900,000 (or $1,035,000 if the underwriters’ over-allotment

option is exercised in full) in the aggregate, payable to the underwriters in cash upon the consummation of the initial public offering,

and (2) $0.10 per Unit, or $600,000 (or $690,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate,

for deferred underwriting commissions that will be placed in the trust account as described in the Prospectus and payable to the underwriters

in cash upon the consummation of the initial business combination.

In addition, we agreed to issue 60,000 Ordinary Shares (or up to 69,000

Ordinary Shares if the underwriters’ over-allotment option is exercised in full) (the “Representative Shares”) to A.G.P.

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

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

of the initial business combination, including (1) $0.15 per unit, or $1,035,000 in the aggregate, payable to the underwriters in cash

upon the consummation of the initial public offering, and (2) $0.10 per unit, or $690,000 in the aggregate, for deferred underwriting

commissions that will be placed in the trust account as described in the final

prospectus related to the initial public offering and payable to the underwriters in cash upon

the consummation of the initial business combination.

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.

Administrative

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Sheet Arrangements

of September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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