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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-15 · 114 added, 73 removed, 95 unchanged (66% of the section changed)

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read in conjunction with our unaudited financial statements and related notes herein.

are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of entering into a merger, share exchange,

asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities,

which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular

industry or geographic location but will initially focus in Asia.

We have not selected any target business for our initial business combination.

We are a blank check company formed under the laws of Cayman Island

on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts

to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus

We have not selected any target business for our initial business combination or entered into an agreement with any target business

for our initial business combination.

We presently have no revenue, have had losses

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Recent Development

On March 20, 2025, our board of directors accepted

the resignation of Dr.

Anthony Wong, the independent director, resigning from his position as a director of the Company.

Concurrently,

the Company, by ordinary resolutions of its directors, appointed Mr.

Cameron Richard Johnson as the independent director of the Company

to fill the vacancy, effective immediately.

Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and

a member of the Compensation Committee.

We entered into an Indemnity Agreement with Mr.

Johnson on March 20, 2025, accordingly.

In connection with the appointment of Mr.

as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase Option”)

Johnson, entitling Mr.

Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the “Founder Shares”)

upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and

arrangements thereunder.

June 30, 2025 Extraordinary General Meeting

On June 30, 2025, the Company held an extraordinary

general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At the Extraordinary General Meeting, the shareholders of the Company

approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated Memorandum

and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and may elect

to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of

up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated

Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025 to complete

a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional

one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

The Company agreed that it

would not withdraw any interest from the Trust Account for payment of dissolution expenses.

In connection with the Extraordinary General Meeting, 2,819,767 Class

A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) were rendered for redemption,

and approximately $29.45 million was released from the Trust Account (as defined below) to pay such redeeming shareholders.

30, 2025, the Company accrued approximately $29.45 million redemption payment liability on its balance sheet.

Trust Amendment

In connection with the Extraordinary General Meeting,

the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the

Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

The Trust Amendment provides that, among the others,

for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust account

of the Company (the “Trust Account”), and, in the event that the Monthly Extension Fee is not being deposited into the trust

account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”)

to pay any applicable past due payment for the Monthly Extension Fee.

If the Company fails to make any applicable past due payment during

the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve

with the same effect as if the Company failed to complete a business combination within the prescribed timeline.

Pursuant to the Current Charter, the Company currently

has until September 3, 2025 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly

As of the date hereof, an aggregate of $300,000 of the Monthly Extension Fee has been deposited into the Trust

On or about July 2, 2025, an aggregate of $150,000

of the Monthly Extension Fee was deposited into the Trust Account of the Company for the public shareholders, which enables the Company

to extend the period of time it has to consummate its initial business combination by one month from July 3, 2025 to August 3, 2025, which

was made by the Company from its working capital.

On July 31, 2025, the Company deposited the Monthly

Extension Fee of $150,000 into the Trust Account to extend the date by which the Company can complete an initial business combination

to September 3, 2025.

On August 4, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $150,000

(the “Extension Note”) to the Sponsor in connection with the payment of Monthly Extension Fee.

The Extension Note bears no

interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii)

the date of expiry of the term of the Company.

The Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole

or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Class A ordinary

share of the Company and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination.

The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing

(x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.

Results of Operations and Known Trends or Future Events

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Our only activities since inception have been organizational activities as well as activities related

Following the IPO, we will not generate any operating revenues until after the completion of a business combination, at the

We will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO

and sale of Private Units.

Since the completion of the IPO, we expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended March 31, 2025,

we had a net income of $407,876, which consisted of interest income from the trust account (the “Trust Account”) of $594,603,

partially offset by general and administrative expenses of $186,727.

For the three months ended March 31, 2024, we had a net loss of $27,080,

all of which consisted of formation and operating expenses.

For the six months ended March 31, 2025, we had

to the IPO and searching for targets to complete a business combination.

Following the IPO, we will not generate any operating revenues

until after the completion of a business combination, at the earliest.

We will generate non-operating income in the form of dividend and/or

interest income from the proceeds derived from the IPO and sale of Private Units.

Since the completion of the IPO, we expect to incur

increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well

as for expenses associated with the search for target opportunities.

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

a net income of $354,378, which consisted of interest income from the Trust Account of $605,749, partially offset by general and administrative

expenses of $251,371.

For the six months ended March 31, 2024, we had

For the three months ended June 30, 2024, we had

a net loss of $29,349, all of which consisted of formation and operating expenses.

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

a net income of $1,304,272, which consisted of interest income from the Trust Account of $1,894,408, partially offset by general and administrative

expenses of $590,136.

For the nine months ended June 30, 2024, we had a net loss of $113,248, all of which consisted of formation and

operating expenses.

Liquidity and Capital Resources

As of March 31, 2025, we had cash of $354,762 available for working

As of June 30, 2025, we had cash of $274,174 available for working

capital needs.

For the six months ended March 31, 2025, the cash balance was reduced by $315,590, all of which consisted of cash used

For the nine months ended June 30, 2025, the cash balance was reduced by $396,178, all of which consisted of cash used

in operating activities.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target

business or businesses and to pay our expenses relating thereto.

To the extent that our share capital is used in whole or in part as consideration

to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended

will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety

of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research

and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which

we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account

were insufficient to cover such expenses.

For the nine months ended June 30, 2024, cash balance was increased by $57,877, which consisted of cash provided

by financing activities of $118,236 offset by cash used in operating activities of $60,359.

We intend to use substantially all of the net

proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses

relating thereto.

To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination,

the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance

the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of

our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination

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we may need to obtain additional financing in order to meet our obligations.

of March 31, 2025, the Company had $354,762 of cash and a working capital of

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company currently has no commitments in place to receive such financing and there is no assurance that the Company’s plans to

raise capital will be successful.

In addition, the Company initially has until July 3, 2025 to consummate the initial business combination

(assume no extensions).

If the Company does not complete a business combination within the prescribed period, the Company will trigger

an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

As of June 30, 2025, the Company had $274,174 of cash and a working

capital of $94,338 (excluding public shareholder redemption payable as redemptions are paid out of the Trust Account).

The Company has

incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company currently has

no commitments in place to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company currently has until September 3, 2025 to consummate the initial business combination (or up until July 3, 2026

if fully extended).

If the Company does not complete a business combination within the prescribed period, the Company will trigger an

automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility

that business combination might not be completed within the 12-month period from the issuance date of these financial statements.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has

determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the

need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the

earlier of the consummation of the business combination or the date the Company is required to liquidate.

The financial statements do

not include any adjustments that might result from the Company’s inability to continue as a going concern.

that the business combination might not be completed within the 12-month period from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard

Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management

has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with

the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until

the earlier of the consummation of the business combination or the date the Company is required to liquidate.

The financial statements

do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company has entered into several agreements

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Off-Balance Sheet Financing Arrangements

have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of March 31, 2025.

do not participate in transactions that create relationships with unconsolidated 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.

As of March 31, 2025, we do not have any long-term debt,

capital lease obligations, operating lease obligations or long-term liabilities.

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of June 30, 2025.

participate in transactions that create relationships with unconsolidated 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.

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

of June 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The founder shares, the Class A Ordinary Shares

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In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

The Company will be required to adopt ASU 2023-07 using the retrospective method of adoption in its annual financial statements

for the year ending September 30, 2025, and in its interim financial statements for the three months ending December 31, 2025.

Management does not believe that any other recently

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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