What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-18 compared with 2025-08-15 · 194 added, 189 removed, 321 unchanged (54% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

References in this report

26 unchanged sentences

combination with one or more target businesses.

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

initial public offering (“IPO”) and the sale of the placement units that occurred simultaneously with the completion of our

IPO, our capital stock, debt or a combination of cash, stock and debt.

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

public offering (“IPO”) and the sale of the placement units that occurred simultaneously with the completion of our IPO, our

capital stock, debt or a combination of cash, stock and debt.

We expect to continue to

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Removal from Nasdaq

On December 31, 2024, we received a letter (the “Notice”) from the Nasdaq stating that we no longer complied

with the requirements of IM-5101-2 (the “Rule”) for continued listing on Nasdaq.

Under the Rule, we were required to complete

its Business Combination within 36 months of the effectiveness of the Company’s IPO registration statement, or by December 27, 2024,

which we failed to do.

The Notice stated that a Form 25-NSE will be filed with the SEC, which will remove our securities from listing

and registration on Nasdaq.

The Form 25-NSE was filed with the SEC on June 4, 2025.

We listed our securities on the OTC Markets and are

currently quoted on OTCQB.

On December 31, 2024, we

received a letter (the “Notice”) from the Nasdaq stating that we no longer complied with the requirements of IM-5101-2 (the

“Rule”) for continued listing on Nasdaq.

Under the Rule, we were required to complete its Business Combination within 36 months

of the effectiveness of the Company’s IPO registration statement, or by December 27, 2024, which we failed to do.

The Notice stated

that a Form 25-NSE will be filed with the SEC, which will remove our securities from listing and registration on Nasdaq.

The Form 25-NSE was filed

with the SEC on June 4, 2025.

We listed our securities

on the OTC Markets and are currently quoted on OTCQB.

Promissory Notes

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issued a promissory note (the “Working Capital Note 10”) in the principal amount of $474,490 to the Sponsor in exchange for

On June 30, 2025, the Company

issued a promissory note (the “Working Capital Note 11”) in the principal amount of $286,259 to the Sponsor in exchange for

On September 30, 2025, the Company

issued a promissory note (the “Working Capital Note 12”) in the principal amount of $106,716 to the Sponsor in exchange for

Merger Agreement, as Amended

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2 to the Merger Agreement restating certain recitals and defined terms in the Merger Agreement and

the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be

received by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement.

the corresponding consideration schedule in the Company Disclosure Schedule, clarifying the amount of Company Membership Units to be received

by Korea NewCo and US NewCo in connection with the transactions contemplated by the Merger Agreement.

Further, Amendment No.

2 amended and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist

and restated certain provisions of the Merger Agreement such that the New EM board of directors after the Closing will consist

of six directors, which shall initially include six director nominees designated by EM and reasonably acceptable to the Company, insofar

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3 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

3”), which amended

the Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

3”), which amended the

Merger Agreement in accordance with Section 11.11 of the Merger Agreement.

On June 11, 2025, the Company

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Merger Sub and EM, by among other things, extending the Agreement End Date of the Merger Agreement to September 30, 2025.

On July 21, 2025, the Company entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment

5”), by and among the Company, Merger Sub, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated

as of November 6, 2024 (as previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among

other things, acknowledging the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding

the acquisition of Critical Mineral Recovery, Inc.

On July 21, 2025, the Company

entered into an Amendment No.

5 to Amended and Restated Agreement and Plan of Merger (the “Amendment No.

5”), by and among

the Company, Merger Sub, and EM, which amended the Amended and Restated Agreement and Plan of Merger, dated as of November 6, 2024 (as

previously amended, the “Merger Agreement”), by and among the Company, Merger Sub and EM, by among other things, acknowledging

the previously disclosed termination of the Amended and Restated Merger Agreement, dated March 31, 2025, regarding the acquisition of

Critical Mineral Recovery, Inc.

and removing references to certain precedent step transactions related thereto.

Ancillary Agreements

Company Equityholder

Support and Lock-up Agreement

Company Equityholder Support

and Lock-up Agreement

As a condition and inducement

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Combination and (ii) not to sell, transfer, convey or assign any Subject Shares (as defined in the Company Equityholder Support and Lock-Up

Agreement) until such time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of

the Company Equityholder Support and Lock-up Agreement.

Agreement) until such time to be mutually agreed by the parties hereto after the Closing Date subject to the terms and conditions of the

Company Equityholder Support and Lock-up Agreement.

Sponsor Support and Lock-Up

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other things, (i) to vote (whether pursuant to a duly convened meeting of the Company’s stockholders or pursuant to an action by

written consent of the Company’s stockholders) in favor of the adoption and approval, promptly following the time at which the

registration statement on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s

stockholders, of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the

Company’s common stock until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and

conditions of the Sponsor Support and Lock-up Agreement.

written consent of the Company’s stockholders) in favor of the adoption and approval, promptly following the time at which the registration

statement on Form S-4 shall have been declared effective and delivered or otherwise made available to the Company’s stockholders,

of the Merger Agreement and the Business Combination and (ii) not to sell, transfer, convey or assign any shares of the Company’s

common stock until such time to be mutually agreed by the parties thereto after the Closing subject to the terms and conditions of the

Sponsor Support and Lock-up Agreement.

CMR Merger Agreement

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contains customary representations and warranties by the parties.

Certain of the representations are subject to specified exceptions

and qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR

Merger Agreement.

Certain of the representations are subject to specified exceptions and

qualifications contained in the CMR Merger Agreement or in information provided pursuant to certain disclosure schedules to the CMR Merger

The closing of the CMR Merger

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Results of Operations

We have neither engaged

in any operations nor generated any operating revenues to date.

Our only activities for the period ended June 30, 2025 were in connection

We have neither engaged in

any operations nor generated any operating revenues to date.

Our only activities for the period ended September 30, 2025 were in connection

with the search for a prospective initial Business Combination.

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For the three months ended

June 30, 2025, we had a net loss of $520,976, which primarily consists of operating expenses of $570,186, franchise taxes of $36,027

and a provision for income taxes of $13,081, partially offset by interest earned on cash held in the Trust Account in total of $98,318.

For the six months ended

June 30, 2025, we had a net loss of $1,041,417, which primarily consists of operating expenses of $1,137,909, franchise taxes of $73,227

September 30, 2025, we had a net loss of $435,675, which primarily consists of operating expenses of $472,169 and a provision for income

taxes of $9,701, partially offset by interest earned on cash held in the Trust Account in total of $40,995 and franchise taxes of $5,200.

For the nine months ended

September 30, 2025, we had a net loss of $1,477,092, which primarily consists of operating expenses of $1,610,078, franchise taxes of

$68,027 and a provision for income taxes of $35,351, partially offset by interest earned on cash held in the Trust Account in total of

For the three months ended

June 30, 2024, we had a net loss of $95,272, which primarily consists of operating expenses of $277,662, franchise taxes of $50,000 and

a provision for income taxes of $26,249, offset by interest earned on cash held in the Trust Account in total of $258,639.

For the six months ended

June 30, 2024, we had a net loss of $165,432, which primarily consists of operating expenses of $549,654, franchise taxes of $100,000

September 30, 2024, we had a net loss of $80,697, which primarily consists of operating expenses of $215,108, franchise taxes of $10,400

and a provision for income taxes of $35,730, offset by interest earned on cash held in the Trust Account in total of $180,541.

For the nine months ended

September 30, 2024, we had a net loss of $165,432, we had a net loss of $246,129, which primarily consists of operating expenses of $757,950,

franchise taxes of $117,212 and a provision for income taxes of $70,828, offset by interest earned on cash held in the Trust Account in

total of $699,861.

Liquidity, Capital Resources and Going Concern

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3 to the unaudited condensed consolidated financial statements.

Simultaneously with the

closing of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a

price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the

“Sponsor”) generating gross proceeds of $3,475,000 which is described in Note 4 to the unaudited condensed consolidated financial

The Company granted the

underwriters a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters

partially exercised the option and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds

of $2,276,860.

Upon the closing of the

Over-allotment on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price

of $10.00 per Private Placement Unit, generating gross proceeds of $45,540.

As of January 14, 2022, a total of $77,276,860 of the net

proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units were placed in the Trust Account.

As the Over-allotment option was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders have

been forfeited for no consideration.

Simultaneously with the closing

of the IPO, the Company consummated the sale of 347,500 private placement units (“Private Placement Units”) at a price of

$10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Welsbach Acquisition Holdings LLC (the “Sponsor”)

generating gross proceeds of $3,475,000 which is described in Note 4 to the unaudited condensed consolidated financial statements.

The Company granted the underwriters

a 45-day option to purchase up to 1,125,000 Units to cover Over-allotment, if any.

On January 14, 2022, the underwriters partially exercised

the option and purchased 227,686 additional Units (the “Over-allotment Units”), generating gross proceeds of $2,276,860.

Upon the closing of the Over-allotment

on January 14, 2022, the Company consummated a private sale of an additional 4,554 Private Placement Units at a price of $10.00 per Private

Placement Unit, generating gross proceeds of $45,540.

As of January 14, 2022, a total of $77,276,860 of the net proceeds from the IPO

(including the Over-allotment Units) and the sale of Private Placement Units were placed in the Trust Account.

As the Over-allotment option

was only partially exercised, 224,328 shares of common stock purchased by the Initial Stockholders have been forfeited for no consideration.

Offering costs for the IPO

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of a Business Combination by September 30, 2023, subject to the terms of the Underwriting Agreement.

For the six months ended

June 30, 2025, cash used in operating activities was $965,084.

Net cash provided by investing activities was $203,862 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes.

Net cash provided by financing activities was $760,748 mainly reflecting

proceeds from working capital loans entered into with the related party.

For the six months ended

June 30, 2024, cash used in operating activities was $568,316.

For the nine months ended

September 30, 2025, cash used in operating activities was $1,072,511.

Net cash provided by investing activities was $6,069,575 mainly

reflecting cash withdrawn from trust account in connection with redemption and to pay franchise and income taxes.

Net cash used in financing

activities was $4,998,249 reflecting redemption and partially offset by the proceeds from working capital loans entered into with the

related party.

For the nine months ended

September 30, 2024, cash used in operating activities was $929,776.

Net cash provided by investing activities was $12,238,964 mainly reflecting

cash withdrawn from trust account to pay franchise and income taxes.

Net cash provided by financing activities was $551,510 mainly reflecting

proceeds from convertible promissory notes and working capital loans entered into with the related party.

At June 30, 2025, we had

cash held in the Trust Account of $12,249,440.

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), to complete our Business Combination.

To the extent

that our capital stock 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.

For the six months ended June 30, 2025, the Company had $203,862 withdrawal from the Trust

Account to pay franchise taxes.

At June 30, 2025, we had

operating cash of $711, outside of the Trust Account.

We have used and intend to continue 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.

Through June 30, 2025, the

Company has withdrawn a total of $1,045,248 from the Trust Account for taxes of which was already utilized to pay for franchise and income

cash withdrawn from trust account to pay franchise and income taxes and cash withdrawn from trust account in connection with redemption.

Net cash used in financing activities was $11,476,212 mainly reflecting proceeds from convertible promissory notes and working capital

loans entered into with the related party and redemption of common stock.

At September 30, 2025, we

had cash held in the Trust Account of $6,424,722.

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), to complete our Business Combination.

extent that our capital stock 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.

For the nine months ended September 30, 2025, the Company had $6,069,575 withdrawal

from the Trust Account in connection with redemption and to pay franchise taxes.

At September 30, 2025, we

had negative operating cash of $233, reported as bank overdraft, outside of the Trust Account.

We have used and intend to continue 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.

Through September 30, 2025,

the Company has withdrawn a total of $1,045,248 from the Trust Account for taxes of which was already utilized to pay for franchise and

income taxes.

Through December 31, 2024, the Company has withdrawn a total of $841,386 from the Trust Account for taxes of which was already

utilized to pay for franchise and income taxes.

As of June 30, 2025 and December 31, 2024, there is no outstanding balance under restricted

For the period ended June 30, 2025 and December 31, 2024, amounts accrued and paid for interest and penalties related to franchise

tax were $0 and $7,935, respectively.

We monitor the adequacy

of our working capital 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 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 completion of our business combination, in which

case we may issue additional securities or incur debt in connection with such 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 cease operations and liquidate

the trust account.

As of September 30, 2025 and December 31, 2024, there is no outstanding balance under

restricted cash.

For the period ended September 30, 2025 and December 31, 2024, amounts accrued and paid for interest and penalties related

to franchise tax were $0 and $7,935, respectively.

We monitor the adequacy of

our working capital in order to meet the expenditures required for operating our business prior to our initial Business Combination.

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 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 completion of our business combination, in which case we

may issue additional securities or incur debt in connection with such 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 cease operations and liquidate the trust account.

The Company will need to

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the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required

to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of

a Business Combination.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

If the Company is unable to raise additional capital, it may be required to

take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if

As a result of the above,

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an Entity’s Ability to Continue as a Going Concern,” management determined that the liquidity condition and date for mandatory

liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through September

liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through December

30, 2025, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date.

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The Company intends to complete a Business Combination before the mandatory liquidation date.

However, there can be no assurance that the Company will be able to consummate any Business Combination by September 30, 2025.

unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets

or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The unaudited

condensed consolidated financial statements do not include any adjustments that might result from its inability to consummate a Business

Combination or its inability to continue as a going concern.

However, there can be no assurance that the Company will be able to consummate any Business Combination by December 30, 2025.

These unaudited

condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification

of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from its inability to consummate a Business Combination or its inability

to continue as a going concern.

Related Party Transactions

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Note bear no interest and are payable upon the earlier to occur of (i)consummation of the Company’s initial Business Combination

out of the proceeds of the Trust Account released to the Company or (ii) at the Sponsor’s discretion, converted, in full or in

part, upon consummation of the Company’s Business Combination into additional private units at a price of $10.00 per unit.

out of the proceeds of the Trust Account released to the Company or (ii) at the Sponsor’s discretion, converted, in full or in part,

upon consummation of the Company’s Business Combination into additional private units at a price of $10.00 per unit.

On March 30, 2023, April

30, 2023, May 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection

30, 2023, Msay 30, 2023, June 30, 2023, July 30, 2023 and August 30, 2023, the Company issued six promissory notes to the Sponsor in connection

with the March Extensions (the “Third”, “Fourth”, “Fifth”, “Sixth”, “Seventh”,

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28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025,

and June 30, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773,

$192,069, $448,287, $474,490 and $286,259, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11,” respectively),

to the Sponsor in exchange for cash.

Working Capital Note 1,

together with Working Capital Notes 2, 3, 4,5,6,7, 8, 9, 10 and 11 the (hereinafter, collectively, the “Working Capital Notes”)

June 30, 2025 and September 30, 2025, the Company issued promissory notes in the principal amounts of $378,000, $22,000, $50,000, $15,000,

$373,737, $177,773, $192,069, $4048,287, $474,490, $286,259 and $106,716, respectively (“Working Capital Notes 2, 3, 4, 5, 6, 7,

8, 9, 10, 11 and 12,” respectively), to the Sponsor in exchange for cash.

Working Capital Note 1, together

with Working Capital Notes 2, 3, 4,5,6,7, 8, 9, 10, 11 and 12 the (hereinafter, collectively, the “Working Capital Notes”)

are non-interest bearing, unsecured promissory notes that will not be repaid in the event that the Company is unable to close an initial

Business Combination unless there are funds available outside the Trust Account to do so.

Such Working Capital Notes would either be

paid upon consummation of the initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the

Sponsor’s discretion, converted, in full or in part, upon consummation of the initial Business Combination into additional private

units at a price of $10.00 per unit.

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts

for the Working Capital Notes series not to exceed $2.5 million.

Such Working Capital Notes would either be paid

upon consummation of the initial Business Combination out of the proceeds of the Trust Account released to the Company or, at the Sponsor’s

discretion, converted, in full or in part, upon consummation of the initial Business Combination into additional private units at a price

of $10.00 per unit.

Additional Working Capital Notes may be funded at the discretion of the Sponsor, in total amounts for the Working

Capital Notes series not to exceed $4 million.

The Convertible Promissory

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the scope exception would apply, and the embedded conversion feature would fail to satisfy the third bifurcation condition within ASC

As of June 30, 2025 and

December 31, 2024, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory

As of September 30, 2025

and December 31, 2024, respectively, there was $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible promissory

notes – related party in the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2025 and

December 31, 2024, respectively, there were $2,501,714 and $1,740,966 outstanding under the Working Capital Notes reported in Working

As of September 30, 2025

and December 31, 2024, respectively, there were $2,608,430 and $1,740,966 outstanding under the Working Capital Notes reported in Working

capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

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and Welsbach Holdings Pte Ltd (the “Backstopper”), an affiliate of the Sponsor, entered into a backstop agreement (the “Backstop

Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of June 30, 2025,

Agreement”) pursuant to which the Backstopper guarantees any deficiency of restricted cash which may exist as of September 30, 2025,

and agrees to advance funds as needed to remedy any such deficiency.

Off-Balance Sheet Arrangements

We have no obligations,

assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025.

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

We do not participate in transactions

that create relationships with 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

that create relationships with 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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28, 2023, November 10, 2023, December 29, 2023, March 20, 2024, June 28, 2024, September 30, 2024, December 31, 2024, March 31, 2025,

and June 30, 2025, the Company issued Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11, respectively, in the principal amounts

of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $448,287, $474,490 and $286,259, respectively, to the Sponsor in

exchange for cash.

As of both June 30, 2025

June 30, 2025 and September 30, 2025, the Company issued Working Capital Notes 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, respectively, in

the principal amounts of $378,000, $22,000, $50,000, $15,000, $373,737, $177,773, $192,069, $448,287, $474,490, $286,259 and $106,716,

respectively, to the Sponsor in exchange for cash.

As of both September 30,

2025 and December 31, 2024, there was an aggregate of $2,296,371 outstanding under the Convertible Promissory Notes reported in Convertible

promissory notes – related party in the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2025 and

December 31, 2024, there were amounts of $2,501,714 and $1,740,966, respectively, outstanding under the Working Capital Notes reported

As of September 30, 2025

and December 31, 2024, there were amounts of $2,608,430 and $1,740,966, respectively, outstanding under the Working Capital Notes reported

in Working capital loans – related party in the accompanying unaudited condensed consolidated balance sheets.

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public company effective dates.

Additionally, we are in

the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

1 unchanged sentence

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial

reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of

non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement

that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or

a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated

financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation

between executive compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions

will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,”

whichever is earlier.

reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may

be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement

to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated financial statements

(auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive

compensation and performance and comparisons of executive compensation to median employee compensation.

These exemptions will apply for

a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever

Critical Accounting Policies and Estimates

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At all other times, common stock is classified as stockholders’ equity.

stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future

Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’

equity section of our unaudited condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately

as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and

accumulated deficit.

Our common stock

features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section

of our unaudited condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated

Net Loss per Share of Common Stock

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Income and losses are shared pro rata between the two classes of shares.

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period,

excluding shares of common stock subject to forfeiture by the Sponsor.

At June 30, 2025, the Company did not have any dilutive securities

and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings

of the Company.

per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding

shares of common stock subject to forfeiture by the Sponsor.

At September 30, 2025, the Company did not have any dilutive securities and/or

other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

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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 unaudited condensed consolidated financial statements, and income

and expenses during the periods reported.

disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and

expenses during the periods reported.

Actual results could materially differ from those estimates.

As of the end of the reporting

period, we have not identified any critical accounting estimates.

As of the end of the reporting period,

we have not identified any critical accounting estimates.

Recent Accounting Pronouncements

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profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM

uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024, with early adoption permitted.

ASU 2023-07 became effective as of December 31, 2024 and our management adopted

ASU 2023-07 in our financial statements and related disclosures (see Note 9).

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses

the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable

segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

ASU 2023-07 became effective as of December 31, 2024 and our management adopted ASU 2023-07 in

our financial statements and related disclosures (see Note 9).

Management does not believe

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the

accompanying unaudited condensed consolidated financial statements.

that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying

unaudited condensed consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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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