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Item 7. Management’s Discussion and Analysis

2026-03-13 compared with 2025-03-27 · 51 added, 53 removed, 77 unchanged (57% of the section changed)

11 unchanged sentences

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate our initial business combination using cash derived from the proceeds of our initial public offering and the

sale of the Private Placement Securities, our shares, debt or a combination of cash, shares and debt.

We intend to effectuate our initial business combination using cash derived from the proceeds of our IPO and the sale of the Private

Placement Securities, our shares, debt or a combination of cash, shares and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

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Our only activities from June 19, 2024 (inception) through

December 31, 2024 were organizational activities, those necessary to prepare for our initial public offering, described below, and identifying

a target company for our initial business combination.

We do not expect to generate any operating revenues until after the completion

of our initial business combination.

Subsequent to our initial public offering, we generate non-operating income in the form of interest

income on cash held in the trust account established in connection with our initial public offering (the “Trust Account”).

December 31, 2025 were organizational activities, those necessary to prepare for our IPO, described below, and identifying a target company

for our initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business

Subsequent to our IPO, we generate non-operating income in the form of interest income on cash held in the Trust Account.

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

as for due diligence expenses.

the year ended December 31, 2025, we had net income of $5,017,538, which consists of interest income on cash held in the Trust Account

of $7,188,186, change on overallotment liability of $26,558 and interest earned on bank account of $27,824, offset by general and administrative

expenses of $2,225,030.

the period from June 19, 2024 (inception) through December 31, 2024, we had net loss of $71,891, which consists of interest income on

1 unchanged sentence

and Capital Resources

liquidity needs have been satisfied prior to the consummation of our initial public offering through receipt from our Sponsor of $25,000

for the sale of the founder shares.

consummated our initial public offering of 17,500,000 units at $10.00 per unit, generating gross proceeds of $175,000,000.

liquidity needs have been satisfied prior to the consummation of our IPO through receipt from our Sponsor of $25,000 for the sale of

the founder shares.

November 25, 2024, the Registration Statement relating to our IPO was declared effective by the SEC.

On November 27, 2024, we consummated

our IPO of 17,500,000 units at $10.00 per unit, generating gross proceeds of $175,000,000.

CCM and Seaport acted as underwriters of the

IPO, which has now terminated.

Simultaneously

with the closing of our initial public offering, we consummated the sale of 663,125 private placement units at a price of $10.00 per

private placement unit, generating gross proceeds of $6,631,250, as follows:

(A) 17,500 private placement units ($175,000 in the aggregate)

with the Sponsor, (B) (i) 260,000 private placement units and (ii) 162,500 private placement units and 325,000 restricted Class A ordinary

shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 private placement units ($1,785,000 in the aggregate) with CCM

and (D) 44,625 private placement units with Seaport ($446,250 in the aggregate).

the closing of our initial public offering and the concurrent private placement, a total of $175,875,000 was placed in the Trust Account.

We incurred $11,028,226 of transaction costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting

fee, and $528,226 of other offering costs.

with the closing of our IPO, we consummated the sale of 663,125 private placement units at a price of $10.00 per private placement unit,

generating gross proceeds of $6,631,250, as follows:

(A) 17,500 private placement units ($175,000 in the aggregate) with the Sponsor,

(B) (i) 260,000 private placement units and (ii) 162,500 private placement units and 325,000 restricted Class A ordinary shares ($4,225,000

in the aggregate) with Sponsor HoldCo, (C) 178,500 private placement units ($1,785,000 in the aggregate) with CCM and (D) 44,625 private

placement units with Seaport ($446,250 in the aggregate).

the closing of our IPO and the concurrent private placement, a total of $175,875,000 was placed in the Trust Account.

We incurred $11,028,226

of transaction costs, consisting of $3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other

offering costs.

No offering expenses were paid or are payable, directly or indirectly, to our directors or officers, to persons owning

10% or more of any class of our equity securities, or to any of our affiliates.

the year ended December 31, 2025, cash used in operating activities was $903,130.

Net income of $5,017,538 was affected by interest earned

on cash held in the Trust Account of $7,188,186, change in fair value of overallotment liability of $26,558, and net change in operating

assets and liabilities of $1,294,077.

the period from June 19, 2024 (inception) through December 31, 2024, cash used in operating activities was $305,103.

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in which case we may issue additional securities or incur debt in connection with such business combination.

the mandatory liquidation date, should a Business Combination not occur by May 27, 2026, and the potential subsequent dissolution raise

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

Sheet Arrangements

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do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

underwriters had a 45-day option from the date of our initial public offering to purchase up to an additional 2,625,000 units to cover

over-allotments, if any.

The over-allotment option expired unexercised on January 10, 2025 and Sponsor HoldCo forfeited 875,000 founder

shares upon expiration of the over-allotment option on January 10, 2025.

underwriters had a 45-day option from the date of our IPO to purchase up to an additional 2,625,000 units to cover over-allotments, if

The over-allotment option expired unexercised on January 10, 2025 and Sponsor HoldCo forfeited 875,000 founder shares upon expiration

of the over-allotment option on January 10, 2025.

underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $3,500,000 in the aggregate, which was paid upon the

closing of the Initial Public Offering.

In addition, the underwriters were entitled to a deferred fee of (i) $0.40 per Unit sold

in the offering of the Initial Public Offering, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in

the trust account after redemptions of public shares, solely in the event that the Company completes an initial business combination,

subject to the terms of the underwriting agreement.

closing of the IPO.

In addition, the underwriters were entitled to a deferred fee of (i) $0.40 per Unit sold in the offering of

the IPO, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in the trust account after redemptions of

public shares, solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting

Accounting Estimates

preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in

the 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 financial statements, and income and expenses during the periods reported.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could materially differ from those estimates.

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the 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 financial statements, and income and expenses during the periods reported.

estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could materially

differ from those estimates.

As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Accounting Standards

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses

that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other

segment items included in the reported measure of segment 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.

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.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

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Financial Statements and Supplementary Data.

information appears following Item 15 of this Annual Report and is included herein by reference.

is made to pages F-1 through F-18 comprising a portion of this Report, which are incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 7. Management’s Discussion and Analysis