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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-14 · 43 added, 39 removed, 153 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 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 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.

Note Regarding Forward-Looking Statements

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negotiating and consummating the business combination.

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

the six months ended June 30, 2025, cash used by operating activities was, primarily due to prepayment of formation and operational costs.

As of June 30, 2025, we had cash at bank of $126,055.

June 30, 2025, the Company had working capital of $121,641, 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

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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 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.

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 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 June 30, 2025, the principal amount due and owing under the Promissory Note was $nil.

July 29, 2025, we entered into a letter agreement to the Promissory Note with the Sponsor, pursuant to which we and the Sponsor

agreed to terminate the Promissory Note and confirmed that the outstanding amount that we borrowed under the Promissory Note was

of Operations

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

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

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, 2025, we had net income of $630,284, which consisted of operating costs of $110,859, offset by interest

Our entire activity since inception through June 30, 2025 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 three months ended June 30, 2025, we had net income of $631,498, which consisted of operating costs of $110,661, offset by interest

and dividends earned on marketable securities held in the operating account and Trust Account of $742,159.

For the three months ended

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

For the six months ended June

30, 2025, we had net income of $1,261,782, which consisted of operating costs of $218,083, offset by interest and dividends earned on

marketable securities held in the operating account and Trust Account of $1,479,865.

the three months ended June 30, 2024, we had a net loss of approximately $42,035, which consisted of formation and operation cost of

For the six months ended June 30, 2024, we had a net loss of approximately $52,658, which consisted of formation and operation

cost of $52,658.

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 $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

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

Administration

Services Agreement

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Sheet Arrangements

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.

of June 30, 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