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Item 2. Management’s Discussion and Analysis

2025-08-01 compared with 2025-05-13 · 74 added, 200 removed, 53 unchanged (84% of the section changed)

12 unchanged sentences

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

We are a blank check company incorporated in the

Cayman Islands on May 14, 2018 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

We intend to effectuate our Business Combination

using cash derived from the proceeds of our initial public offering and the sale of the private units, our shares, debt or a combination

of cash, shares and debt.

We are a blank check company incorporated in the Cayman Islands on May 14, 2018, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

We intend to effectuate our Business Combination using cash derived from the proceeds of our initial public offering and the sale of the private units, our shares, debt or a combination of cash, shares and debt.

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

We cannot assure you that our

plans to complete a Business Combination will be successful.

We cannot assure you that our plans to complete a Business Combination will be successful.

We completed our initial public offering (the “IPO”) in June 2024.

Upon the closing of the IPO and exercise of the over-allotment

option by underwriters as well as the sale of the private placement units, a total of $69,000,000, including $1,725,000 of deferred underwriting

commissions and after deducting of the other underwriting commissions and expenses for the IPO, was placed in a U.S.-based trust account

(the “Trust Account”) maintained by Wilmington Trust National Association, acting as trustee, and will be invested only in

specified U.S.

Upon the closing of the IPO and exercise of the over-allotment option by underwriters as well as the sale of the private placement units, a total of $69,000,000, including $1,725,000 of deferred underwriting commissions and after deducting of the other underwriting commissions and expenses for the IPO, was placed in a U.S.-based trust account (the “Trust Account”) maintained by Wilmington Trust National Association, acting as trustee, and will be invested only in specified U.S.

government treasury bills or in specified money market funds.

Except with respect to interest earned on the funds in the

trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the

trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any

of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and

restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s

public shares if it does not complete its initial business combination within 12 months from the closing of our IPO (or 15 months if

we enter into a business combination agreement within 12 months from the closing of our IPO (the “Event”)) or up to 21 months,

or 24 months if the Event occurs, from the closing of the IPO, if we extend the period of time to consummate a business combination in

accordance with our amended and restated memorandum and articles of association, which may be accomplished only if the Sponsor deposits

additional funds into the Trust Account (the “Prescribed Time Frame”), or (B) with respect to any other provision relating

to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if

it is unable to complete its initial business combination within the Prescribed Time Frame, subject to applicable law.

The proceeds deposited

in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public

shareholders.

We will provide our public shareholders with the

opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in

connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as to

whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our

discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would

require us to seek shareholder approval under the law or stock exchange listing requirement.

The amount in the Trust Account is initially

anticipated to be $10.00 per public share (subject to increase of up to an additional $0.30 per public share in the event that the Sponsor

elects to extend the period of time to consummate a business combination).

The per-share amount we will distribute to investors who properly

redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

There will be no redemption

rights upon the completion of our initial business combination with respect to our rights.

The Sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,

private placement shares and any public shares they may acquire during or after our IPO in connection with the completion of our initial

business combination.

We will have up to 21 months, or 24 months if

the Event occurs, from the closing of the IPO to complete our initial business combination if we extend the period of time to consummate

a business combination, which may be accomplished only if the Sponsor deposits additional funds into the Trust Account.

The Sponsor may

extend the deadline for completion of an initial business combination up to nine (9) times, each by an additional one month until June

20, 2026, subject to the Sponsor and/or its designee depositing additional funds into the Trust Account with a monthly extension fee (the

“Monthly Extension Fee”) of $230,000 (equivalent to $0.033 per public share).

If we are unable to consummate our initial

business combination within the Prescribed Time Frame, we will, as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject

in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 12 months from the closing of our IPO (or 15 months if we enter into a business combination agreement within 12 months from the closing of our IPO (the “Event”)) or up to 21 months, or 24 months if the Event occurs, from the closing of the IPO, if we extend the period of time to consummate a business combination in accordance with our amended and restated memorandum and articles of association, which may be accomplished only if the Sponsor deposits additional funds into the Trust Account (the “Prescribed Time Frame”), or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Prescribed Time Frame, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

We will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement.

The amount in the Trust Account is initially anticipated to be $10.00 per public share (subject to increase of up to an additional $0.30 per public share in the event that the Sponsor elects to extend the period of time to consummate a business combination).

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

There will be no redemption rights upon the completion of our initial business combination with respect to our rights.

The Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after our IPO in connection with the completion of our initial business combination.

We will have up to 21 months, or 24 months if the Event occurs, from the closing of the IPO to complete our initial business combination if we extend the period of time to consummate a business combination, which may be accomplished only if the Sponsor deposits additional funds into the Trust Account.

The Sponsor may extend the deadline for completion of an initial business combination up to nine (9) times, each by an additional one month until June 20, 2026, subject to the Sponsor and/or its designee depositing additional funds into the Trust Account with a monthly extension fee (the “Monthly Extension Fee”) of $230,000 (equivalent to $0.033 per public share).

If we are unable to consummate our initial business combination within the Prescribed Time Frame, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the Trust Account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In such event, the rights will be worthless.

Proposed GFT Business Combination

On April 18, 2025, we entered into an Agreement

and Plan of Merger (the “GFT Merger Agreement”) with Great Future Technology Inc., a Cayman Islands exempted company limited

by shares (“GFT”) and GFT Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary

of GFT (“Merger Sub”).

GFT is a holding company that, through multiple layers, including Great Rich Technologies Limited,

conducts its operations through its subsidiaries located in mainland China.

The GFT Merger Agreement replaces and supersedes the GRT Merger

Agreement described below.

Pursuant to the GFT Merger Agreement, among other things, we will merge with and into Merger Sub (the “Merger”),

with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.

At the effective time of the Merger, by virtue

of the Merger and without any action on the part of the Flag Ship, Merger Sub or any other person:

(i) each of our ordinary shares

(the “Company Shares”) issued and outstanding immediately prior to the effective time, will be automatically cancelled, extinguished

and exchanged for the right to receive, immediately upon consummation the Merger, one (1) Class A ordinary share of GFT (the “GFT

Class A Shares”) for each such Company Share (the “Per Share Merger Consideration”);

and (ii) each right to receive

one-tenth (1/10 th ) of a Company Share at the consummation of a business combination (a “Company Right”) that is

outstanding immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately

upon the consummation of the Merger, GFT Class A Shares in an amount equal to the product of (a) the Per Share Merger Consideration, multiplied by

(b) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming

satisfaction of the terms and conditions of such Company Right.

As previously disclosed, on October 21, 2024,

we had entered into an Agreement and Plan of Merger (the “GRT Merger Agreement”) with Great Rich Technologies Limited, a public

limited company incorporated under the laws of Hong Kong (“GRT”), and GRT Merger Star Limited, a Cayman Islands company limited

by shares and a wholly-owned subsidiary of GRT (“GRT Merger Sub”).

On April 18, 2025, in connection with the execution of

the GFT Merger Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination

Agreement”) to terminate the GRT Merger Agreement.

The Termination Agreement also provides that each other agreement among the parties

relating to the GRT Merger Agreement is automatically terminated concurrently with the termination of the GRT Merger Agreement.

The Termination

Agreement also provides for a mutual release of claims among the parties and their affiliates, except for liabilities arising from or

relating to any knowing or intentional breach of a representation, a warranty or a covenant of the GRT Merger Agreement.

No party will

be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement.

On April 18, 2025, we entered into an Agreement and Plan of Merger (the “GFT Merger Agreement”) with Great Future Technology Inc., a Cayman Islands exempted company limited by shares (“GFT”) and GFT Merger Sub Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of GFT (“Merger Sub”).

GFT is a holding company that, through multiple layers, including Great Rich Technologies Limited, conducts its operations through its subsidiaries located in mainland China.

The GFT Merger Agreement replaces and supersedes the GRT Merger Agreement described below.

Pursuant to the GFT Merger Agreement, among other things, we will merge with and into Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of GFT.

At the effective time of the Merger, by virtue of the Merger and without any action on the part of the Flag Ship, Merger Sub or any other person:

(i) each of our ordinary shares (the “Company Shares”) issued and outstanding immediately prior to the effective time, will be automatically cancelled, extinguished and exchanged for the right to receive, immediately upon consummation the Merger, one (1) Class A ordinary share of GFT (the “GFT Class A Shares”) for each such Company Share (the “Per Share Merger Consideration”);

and (ii) each right to receive one-tenth (1/10 th ) of a Company Share at the consummation of a business combination (a “Company Right”) that is outstanding immediately prior to the effective time will be cancelled, extinguished and exchanged for the right to receive, immediately upon the consummation of the Merger, GFT Class A Shares in an amount equal to the product of (a) the Per Share Merger Consideration, multiplied by (b) the number of Company Shares that the holder of the cancelled Company Right would have been entitled to receive from the Company assuming satisfaction of the terms and conditions of such Company Right.

As previously disclosed, on October 21, 2024, we had entered into an Agreement and Plan of Merger (the “GRT Merger Agreement”) with Great Rich Technologies Limited, a public limited company incorporated under the laws of Hong Kong (“GRT”), and GRT Merger Star Limited, a Cayman Islands company limited by shares and a wholly-owned subsidiary of GRT (“GRT Merger Sub”).

On April 18, 2025, in connection with the execution of the GFT Merger Agreement, the parties to the GRT Merger Agreement entered into a Mutual Termination Agreement (the “Termination Agreement”) to terminate the GRT Merger Agreement.

The Termination Agreement also provides that each other agreement among the parties relating to the GRT Merger Agreement is automatically terminated concurrently with the termination of the GRT Merger Agreement.

The Termination Agreement also provides for a mutual release of claims among the parties and their affiliates, except for liabilities arising from or relating to any knowing or intentional breach of a representation, a warranty or a covenant of the GRT Merger Agreement.

No party will be required to pay a termination fee as a result of the mutual decision to enter into the Termination Agreement.

Results of Operations

Our entire activity since inception up to March

31, 2025 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering,

the search for a prospective target for our initial business combination and activities in support of consummating our initial business

We will not be generating any operating revenues until the closing and completion of our initial business combination, at

the earliest.

Our entire activity since inception up to June 30, 2025 related to our formation, the preparation for the initial public offering, and since the closing of the initial public offering, the search for a prospective target for our initial business combination and activities in support of consummating our initial business combination.

We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest.

We will generate non-operating income in the form of interest and dividend income from the amount held in the Trust Account.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and

auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.

For the three months ended March 31, 2025, we

had net income of $577,698, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $739,769,

partially offset by formation and operating expenses of $162,071.

For the three months ended March 31, 2024, we

had a net loss of $75,788, which consisted of formation and operating expenses of $75,788.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial business combination.

For the three months ended June 30, 2025, we had net income of $589,626, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $742,274, partially offset by formation and operating expenses of $152,648.

For the three months ended June 30, 2024, we had a net income of $19,924, which consisted of interest and dividends income earned in investments held in Trust Account of $97,945, partially set-off by formation and operating costs of $78,021.

For the six months ended June 30, 2025, we had a net income of $1,167,324, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $1,482,043, partially offset by formation and operating expenses of $314,719.

For the six months ended June 30, 2024, we had a net loss of $55,864, which consisted of formation and operating costs of $153,809, partially offset by interest and dividends income earned in investments held in Trust Account of $97,945.

Liquidity, Capital Resources and Going Concern

On June 20, 2024, we consummated the IPO

of 6,900,000 Units, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the initial public offering, we consummated

the sale of 238,000 private units (the “Private Units”) to the Sponsor at a price of $10.00 per Private Unit generating gross

proceeds of $2,380,000.

Following the IPO and the sale of the Private

Units, a total of $69,000,000 was placed in the Trust Account.

We incurred $3,448,233 in transaction costs, including $1,380,000 of underwriting

fees, $1,725,000 of deferred underwriting fees and $343,233 of other offering costs.

For the three months ended March 31, 2025, net

cash used in operating activities was $183,542.

Net income of $577,698 was mainly impacted by interest and dividends earned on cash and

investments held in the trust account of $739,769.

As of March 31, 2025, we had cash and investments

held in the Trust Account of $71,538,905.

We intend to use substantially all of the funds held in the Trust Account, including any amounts

representing interest and dividends earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business

On June 20, 2024, we consummated the IPO of 6,900,000 Units, generating gross proceeds of $69,000,000.

Simultaneously with the closing of the initial public offering, we consummated the sale of 238,000 private units (the “Private Units”) to the Sponsor at a price of $10.00 per Private Unit generating gross proceeds of $2,380,000.

Following the IPO and the sale of the Private Units, a total of $69,000,000 was placed in the Trust Account.

We incurred $3,448,233 in transaction costs, including $1,380,000 of underwriting fees, $1,725,000 of deferred underwriting fees and $343,233 of other offering costs.

For the six months ended June 30, 2025, net cash used in operating activities was $249,478.

Net income of $1,167,324 was mainly impacted by interest and dividends earned on cash and investments held in the trust account of $1,482,043.

As of June 30, 2025, we had cash and investments held in the Trust Account of $72,281,179.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest and dividends earned on the Trust Account, excluding deferred underwriting commissions, to complete our Business Combination.

We may withdraw interest from the Trust Account to pay taxes, if any.

To the extent that our share capital or debt is used,

in whole or in part, as consideration to complete a 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.

As of March 31, 2025, we had cash of $35,705 held

outside of the Trust Account.

We intend to use the funds loaned to us under the 2024 Note (defined below) and the funds held outside the

Trust Account primarily to complete the proposed GFT Business Combination or if necessary, to identify and evaluate alternative 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.

In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers

and directors may, but are not obligated to, loan us funds as may be required.

Such working capital loans would be evidenced by promissory

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a 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.

As of June 30, 2025, we had cash of $19,769 held outside of the Trust Account.

We intend to use the funds loaned to us under the 2024 Note (defined below) and the funds held outside the Trust Account primarily to complete the proposed GFT Business Combination or if necessary, to identify and evaluate alternative 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.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

Such working capital loans would be evidenced by promissory notes.

If we complete a Business Combination, we may repay such notes out of the proceeds of the Trust Account released to us.

event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay

such notes, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of notes may be convertible into

units, at a price of $10.00 per unit, at the option of the lender.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such notes, but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of notes may be convertible into units, at a price of $10.00 per unit, at the option of the lender.

The units would be identical to the Private Units.

On August 30, 2024, we issued an unsecured promissory

note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow additional

On August 30, 2024, we issued an unsecured promissory note (the “2024 Note”) in the principal amount of up to $1,000,000 to our Sponsor pursuant to which we may borrow additional funds.

The 2024 Note bears no interest and is due on the earlier of:

(i) December 31, 2025 or (ii) the date on which we consummate our

initial business combination.

As of March 31, 2025, there was $850,351 outstanding under the 2024 Note.

The principal balance may be prepaid

(i) December 31, 2025 or (ii) the date on which we consummate our initial business combination.

As of June 30, 2025, there was $930,351 outstanding under the 2024 Note.

The principal balance may be prepaid at any time.

Once an amount is drawn down under the 2024 Note, it shall not be available for future drawdown requests even if prepaid.

The 2024 Note is subject to customary events of default, the occurrence of certain of which entitles the Sponsor to declare, by written

notice to us, the unpaid principal balance of the 2024 Note and all other sums payable with regard to the 2024 Note becoming immediately

due and payable.

We have incurred and expect to continue to incur

significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation

of a business combination.

In order to complete a Business Combination, we will need to raise additional capital through loans or additional

investments from our Sponsor, shareholders, officers, directors, or third parties.

Our officers, directors and Sponsor may, but are not

obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet

our working capital needs.

The 2024 Note is subject to customary events of default, the occurrence of certain of which entitles the Sponsor to declare, by written notice to us, the unpaid principal balance of the 2024 Note and all other sums payable with regard to the 2024 Note becoming immediately due and payable.

We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination.

In order to complete a Business Combination, we will need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties.

Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs.

Accordingly, we may not be able to obtain additional financing.

If we are unable to raise additional capital,

we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing

operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new

financing will be available to us on commercially acceptable terms, if at all.

These conditions raise substantial doubt about our ability

to continue as a going concern one year from the issuance date of the unaudited financial statements.

The unaudited financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

In connection with our assessment of going concern considerations

in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined

that mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about

our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date

of the unaudited financial statements.

Our management plans to address this uncertainty through the initial business combination as discussed

There is no assurance that our plans to consummate the initial business combination will be successful or successful by the deadline

of completing an initial business combination as described above.

The unaudited financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

These conditions raise substantial doubt about our ability to continue as a going concern one year from the issuance date of the unaudited financial statements.

The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern,” management has determined that mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited financial statements.

Our management plans to address this uncertainty through the initial business combination as discussed above.

There is no assurance that our plans to consummate the initial business combination will be successful or successful by the deadline of completing an initial business combination as described above.

The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000

for certain general and administrative services, including office space, utilities and administrative services, provided to the Company.

We began incurring these fees on June 20, 2024 and will continue to incur these fees monthly until the earlier of the completion

of a Business Combination or the Company’s liquidation.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for certain general and administrative services, including office space, utilities and administrative services, provided to the Company.

We began incurring these fees on June 20, 2024, and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or the Company’s liquidation.

Registration Rights

8 unchanged sentences

We entered into an agreement with our sponsor, pursuant to which we agreed to pay our sponsor a total of $10,000 per month for secretarial and administrative support services provided to us through the earlier of consummation of the initial business combination and our liquidation.

In addition, our sponsor, officers and directors,

or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our

behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

There is no cap

or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On August 30, 2024, the Company issued the

2024 Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000.

The 2024 Note bears

no interest and is repayable in full upon the earlier of consummation of the initial business combination of the Company or December 31,

The issuance of the 2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities

Act of 1933, as amended.

In addition, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On August 30, 2024, the Company issued the 2024 Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000.

The 2024 Note bears no interest and is repayable in full upon the earlier of consummation of the initial business combination of the Company or December 31, 2025.

The issuance of the 2024 Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Extension Payments

Pursuant to the terms of our memorandum and articles of association

and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with

our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates

or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $230,000 ($0.033 per

public share) on or prior to the date of the applicable deadline.

Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Wilmington Trust, National Association and Vstock Transfer LLC in connection with our IPO, in order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $230,000 ($0.033 per public share) on or prior to the date of the applicable deadline.

Critical Accounting Estimates

7 unchanged sentences

Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any off-balance sheet arrangements

as defined in Item 303(a)(4)(ii) of Regulation S-K.

As of June 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

4 unchanged sentences

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