What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2026-02-10 · 65 added, 37 removed, 259 unchanged (28% of the section changed)

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but will initially focus in Asia.

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

We presently have no revenue, have had losses

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

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

agreed that it would not withdraw any interest from the Trust Account (as defined below) for payment of dissolution expenses.

In connection with the Extraordinary General Meeting,

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Pursuant to the Current Charter, the Company currently

has until March 3, 2026 (or up to July 3, 2026 if fully extended) to complete its business combination (the “Combination Period”).

has until June 3, 2026 (or up to July 3, 2026 if fully extended) to complete its business combination (the “Combination Period”).

If the Company is unable to complete its initial Business Combination by the Combination Period, the Company will:

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of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working

capital and $1,050,000 was paid by the Sponsor.

In connection with the Sponsor’s payment of the Monthly Extension Fee, the Company

issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the “Extension Notes”) to the Sponsor.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a 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 Notes,

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

A Ordinary Share 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.

capital, $1,050,000 was paid by the Sponsor and $450,000 was paid by Marine Thinking, respectively.

In connection with the payment of

the Monthly Extension Fee, the Company issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the “Sponsor

Extension Notes”) to the Sponsor, and three unsecured promissory notes in the aggregate principal amount of $450,000 to Marine Thinking

(the “Target Extension Notes” and, together with the Sponsor Extension Notes”, collectively, the “Extension Notes”),

respectively.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business

combination or (ii) the date of expiry of the term of the Company.

The payees of the Extension Notes have the right, but not the obligation,

to convert the Extension Notes, in whole or in part, respectively, into private units (the “Extension Units”) of the Company,

each consisting of one Class A Ordinary Share 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 payees in connection with such conversion shall be an amount

determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.

Nasdaq Noncompliance Letter

On April 6, 2026, the Company received written

notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating

that the Company no longer complies with the Nasdaq Capital Market continued listing criteria set forth in Listing Rule 5550(a)(3) (the

“Minimum Public Holders Rule”), which requires the Company to maintain a minimum of 300 public holders for continued listing

The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading

of the Company’s securities on the Nasdaq.

The Notice states that the Company has 45 calendar

days, or until May 21, 2026, to submit a plan to regain compliance with the Minimum Public Holders Rule.

If the Company is unable to regain

compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required

If Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant the Company an extension of up to180 calendar

days from the date of the Notice to evidence compliance.

If Nasdaq does not accept the Company’s plan, then the Company will have

the opportunity to appeal that decision to a Nasdaq Hearings Panel.

Results of Operations and Known Trends or Future

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compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended December 31, 2025, we had a net loss of

$118,289, which consisted of interest income from the Trust Account of $299,353, partially offset by general and administrative expenses

For the three months ended March 31, 2026,

we had a net income of $149,356, which consisted of general and administrative expenses of $123,500 offset by interest income from the

Trust Account of $272,856.

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”) of $594,603, partially offset by general

and administrative expenses of $186,727.

For the six months ended March 31, 2026, we had a net income of $31,067, which consisted of interest income from the Trust Account of

$572,209, partially offset by general and administrative expenses of $541,142.

Cash used in operating activities was $399,809.

Changes in operating assets and liabilities provided $249,008 of cash for

operating activities.

For the three months ended December 31, 2024,

we had a net income of $542,018, which consisted of interest income from the Trust Account of $694,056, partially offset by general and

administrative expenses of $152,038.

in operating assets and liabilities provided $141,333 of cash for operating activities.

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

a net income of $949,894, which consisted of interest income from the Trust Account of $1,288,659, partially offset by general and administrative

expenses of $338,765.

Cash used in operating activities was $315,590.

Changes in operating assets and liabilities provided

$33,717 of cash for operating activities.

Changes in operating assets and liabilities provided $23,175 of

cash for operating activities.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $32,797

As of March 31, 2026, we had cash of $151,622

available for working capital needs.

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

As of December 31, 2025, the Company had $32,797

As of March 31, 2026, the Company had $151,622

of cash and a working capital deficit of $2,066,415.

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We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of December 31, 2025.

We 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.

that would be considered off-balance sheet arrangements as of March 31, 2026.

We 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.

Contractual Obligations

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

As of March 31, 2026, we do not have any long-term debt,

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

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 on October 1, 2025;

adoption of the ASU did not have any impact on its financial statements.

In December 2025, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270):

Improvements.

ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements

into a centralized framework.

The amendments also introduce a disclosure principle requiring entities to disclose material events and

changes occurring since the most recent annual reporting period.

The guidance is effective for interim periods within fiscal years beginning

after December 15, 2027 for public business entities, with early adoption permitted.

The Company is currently evaluating the impact that

the adoption of ASU 2025-11 will have on its condensed financial statements and related disclosures.

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