What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-01 · 103 added, 25 removed, 102 unchanged (56% of the section changed)

27 unchanged sentences

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.

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 $60,000.

The amount was initially $230,000 (equivalent to $0.033

per public share).

On August 26, 2025, through the Extraordinary General Meeting, the shareholders approved a proposal to reduce the

payment from $0.033 per each outstanding public share (for each monthly extension) to an amount equal to the lesser of (i) $60,000

for all outstanding public shares and (ii) $0.033 for each outstanding public share.

In connection with the vote to approve the reduction of the Monthly Extension Fee, holders of 3,837,483 ordinary

shares of the Company properly exercised their right to redeem their shares for cash for an aggregate redemption amount of approximately

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.

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Results of Operations

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.

Our entire activity since inception up to September

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

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 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.

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 September 30, 2025,

we had net income of $453,501, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $690,097,

partially offset by formation and operating expenses of $236,596.

For the three months ended September 30,

2024, we had a net income of $488,327, which consisted of interest and dividends income earned in investments held in Trust Account of

$891,298, partially set-off by formation and operating costs of $402,971.

For the nine months ended September 30, 2025,

we had a net income of $1,620,825, which consisted of interest and dividends earned on cash and investments held in the Trust Account

of $2,172,140, partially offset by formation and operating expenses of $551,315.

For the nine months ended September 30, 2024,

we had a net income of $432,463, which consisted of interest and dividends income earned in investments held in Trust Account of $989,243,

partially offset by formation and operating costs of $556,780.

Liquidity, Capital Resources and Going Concern

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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.

For the nine months ended September 30, 2025,

net cash used in operating activities was $400,496.

Net income of $1,620,825 was mainly impacted by interest and dividends earned on

cash and investments held in the trust account of $2,172,140.

As of September 30, 2025, we had cash and investments

held in the Trust Account of $32,584,205.

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

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 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.

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 September 30, 2025, we had cash of $18,751

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.

4 unchanged sentences

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 funds.

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

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 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.

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

initial business combination.

On August 21, 2025, we and our Sponsor agreed to amend and restate the 2024 Note to solely raise the principal

balance from $1,000,000 to $1,200,000 (the “Amended 2024 Note”).

Other than the increased principal amount, the Amended 2024

Note has the same terms as the 2024 Note.

As of September 30, 2025, there was $1,170,351 outstanding under the Amended 2024 Note.

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.

In order to extend the time available for the

Company to consummate a Business Combination, the initial shareholders or their affiliates or designees were initially required to deposit

into the Trust Account $230,000 (approximately $0.033 per public share in either case) on or prior to the date of the applicable

deadline for each one month extension, and up to an aggregate of $2,070,000, or $0.30 per public share.

On August 26, 2025, through

the Extraordinary General Meeting, the shareholders approved to reduce the payment from $0.033 per each outstanding public share (for

each monthly extension) to an amount equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding

public share.

Any such payments would be made in the form of a loan.

As of September 30, 2025 and December 31, 2024, the extension loan

balance was $60,000 and $0, respectively, such amounts are included in “Promissory

Notes – Related Party” presented on the balance sheets included in the financial statements filed with this Quarterly Report

on Form 10-Q.

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.

28 unchanged sentences

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.

Amended 2024 Note

On August 21, 2025, the Company and Sponsor agreed

to amend and restate the August 2024 Promissory Note to solely raise the principal balance from $1,000,000 to $1,200,000 (the “Amended

Other than the increased principal amount, the Amended Note has the same terms as the 2024 Note.

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.

On August 26, 2025, the Company held an extraordinary

general meeting of shareholders (the “Extraordinary General Meeting”) and obtained approval by ordinary resolution, the reduction

of the monthly fee payable by the Company’s sponsor and/or its designee into the trust account to extend the date by which the Company

must consummate its initial business combination from $0.033 per each outstanding public share (for each monthly extension) to an amount

equal to the lesser of (i) $60,000 for all outstanding public shares and (ii) $0.033 for each outstanding public share.

monthly extension fee must be made by September 20, 2025 while each subsequent monthly extension fee must be deposited into the trust

account by the 20th of each succeeding month until June 20, 2026.

On each of September 19, 2025, and October 20, 2025, the Company deposited $60,000 respectively into the

Trust Account in order to extend the amount of available time to complete a business combination until November 20, 2025.

Critical Accounting Estimates

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Off-Balance Sheet Arrangements

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.

As of September 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