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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2025-02-12 · 72 added, 74 removed, 96 unchanged (60% of the section changed)

17 unchanged sentences

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

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 in Asia.

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.

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business combination will be successful.

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.

Results of Operations and Known Trends or Future Events

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(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 December 31, 2024,

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.

Cash used in operating activities was $118,321.

Changes in operating

assets and liabilities provided $33,717 of cash for operating activities.

For the three months ended December 31, 2023,

we had a net loss of $56,819, all of which consisted of formation and operating expenses.

Cash balance was increased by $13,043, which

consisted of cash provided by financing activities of $90,970, partially offset by cash used in operating activities of $77,927.

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

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.

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

a net loss of $83,899, all of which consisted of formation and operating expenses.

Liquidity and Capital Resources

of December 31, 2024, we had cash of $552,031 available for working capital needs.

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

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.

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

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.

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.

As of December 31, 2024, the Company had $552,031

of cash and a working capital of $532,436.

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 Combination

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.

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, raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, management

has determined that such additional conditions 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.

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.

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.

The Company has entered into several agreements

with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets.

Any fees under these agreements are only earned by the financial advisors, and do not become due and payable to them until the Company

completes an initial Business Combination with a target identified by that financial advisor.

As of the financial statements issue date,

the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor

is not probable.

Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not

become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial

As of the financial statements issue date, the Company has determined that the possibility of the business combination with any

potential target identified by a financial advisor is not probable.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of December 31, 2024.

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, 2024, we do not have any long-term debt,

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.

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December 15, 2024.

The Company is currently evaluating the impact of adopting ASU No.

2023-07 on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

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

of income tax disclosures.

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

Early adoption is permitted

for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the

impact of adopting ASU 2023-09 on its financial statements.

As a Cayman Island entity, the Company is not subject to income taxes, as

such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

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