What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-05 compared with 2025-10-31 · 196 added, 116 removed, 89 unchanged (78% of the section changed)

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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 $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

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.

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.

Extensions of Time Period

We originally had until September 20, 2025 to

consummate a business combination.

However, our Sponsor was allowed to extend the time frame for us to complete a business combination

by up to an additional 9 months (for a total period of up to 24 months from our initial public offering) provided that it (or its designee)

deposits the required amount of funds into the Trust Account for each monthly extension.

Holders of our securities do not have to right

to approve or disapprove any such monthly extension.

Further, holders of our securities do not have the right to seek or obtain redemption

in connection with any such extension.

Currently, we have up to 24 months from the closing of the IPO, or June 20, 2026, to complete our

initial business combination.

In order to extend the time available for Flag

Ship to consummate a business combination, the Sponsor or its 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, we held an Extraordinary

General Meeting of shareholders (the “Extraordinary General Meeting”), at which 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.

The first monthly extension fee was payable by September

20, 2025 and each subsequent monthly extension fee must be deposited into the trust account by the 20th of each succeeding month until

June 20, 2026.

Extension payments of $60,000 for each monthly extension have been deposited into the Trust Account covering extensions

through June 20, 2026.

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.

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.

In connection with the pending expiration of the

current deadline to consummate an initial business combination, the Company anticipates holding an extraordinary general meeting on June

11, 2026 to seek shareholder approval of a proposal to extend the deadline to consummate a business combination for up to twelve (12)

additional one-month periods, from June 20, 2026 to June 20, 2027.

Prior GFT Business Combination Agreement and Proposed Bluechip Transaction

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”).

The GFT Merger Agreement contemplated, among other things, the Company merging with and into Merger

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

On December 11, 2025, the parties entered into

the First Amendment to the GFT Merger Agreement to extend the Outside Date from December 31, 2025 to June 20, 2026.

On May 3, 2026, the

Company and GFT mutually terminated the GFT Merger Agreement.

No termination fee was payable by either party.

On May 8, 2026, the Company entered into a letter

of intent with Bluechip & Co.

Holdings, a Cayman Islands exempt company, in connection with a proposed business combination transaction

(the “Proposed Transaction”).

The Letter of Intent provides for an exclusive negotiation period, during which the Company

is conducting due diligence on Bluechip and the parties are negotiating the terms of a definitive agreement.

The parties have agreed

to a ninety (90) day period of mutual exclusivity, which may be extended under certain conditions specified in the Letter of Intent.

The Letter of Intent includes binding provisions regarding exclusivity and other related transaction provisions governing the parties’

negotiations.

The Proposed Transaction remains subject to the completion of due diligence, the negotiation and execution of definitive

agreements, satisfaction of customary closing conditions, and approval by the boards and shareholders of the parties.

There can be no

assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated.

Results of Operations

Our entire activity since inception up to September

Our entire activity since inception up to March

31, 2026 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 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.

combination, including negotiating and pursuing a business combination with GRT and subsequently GFT, each of which was terminated.

Company is currently engaged in exclusive negotiations with Bluechip & Co.

Holdings pursuant to a Letter of Intent relating to a

potential business combination and is conducting due diligence in connection therewith.

We will not generate 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, 2026, we

had net income of $159,828, which consisted of interest and dividends earned on cash and investments held in the Trust Account of $290,462,

partially offset by formation, general and administrative expenses of $130,634.

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, general and administrative expenses of $162,071.

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 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

For the three months ended March 31, 2026, net

cash used in operating activities was $34,740.

Net income of $159,828 was mainly impacted by interest and dividends earned on cash and

investments held in the trust account of $290,462.

As of March 31, 2026, we had cash and investments

held in the Trust Account of $33,430,500.

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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

As of March 31, 2026, we had cash of $1,811 held

outside of the Trust Account and a working capital deficit of $1,629,435.

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 pursue the proposed business combination with Bluechip &

Holdings pursuant to the Letter of Intent entered into on May 8, 2026, and 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

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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.

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

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

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.

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.

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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.

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.

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

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

our initial business combination.

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.

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.

On January 28, 2026, we

and our Sponsor agreed to further amend and restate the 2024 Note (the “Amended 2024 Note”) to raise the principal balance

from $1,200,000 to $2,000,000 and extend the maturity date to the earlier of (i) December 31, 2026 or (ii) the date on which we

consummate our initial business combination.

Other than the foregoing terms, the Amended 2024 Note has the same terms as the Amended

As of March 31, 2026, there was $1,540,219 outstanding under the Amended 2024 Note.

In order to extend the time available for the

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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.

the Extraordinary General Meeting, the shareholders approved the proposal to reduce the extension 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.

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.

As of March 31, 2026 and December 31,

2025, the extension loan balance was $300,000 and $240,000, 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.

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 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.

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.

The current business combination deadline is June 20, 2026.

The Company is seeking shareholder

approval at the June 11, 2026 Extraordinary General Meeting to extend the deadline by up to twelve additional monthly periods.

can be no assurance that shareholders will approve such extension.

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

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Underwriting Agreement

The underwriters are to a cash underwriting discount of 2.0% of the gross proceeds of the initial public offering, or $1,380,000, upon the closing of the initial business combination.

In addition, the underwriters are entitled to a deferred underwriting fee of 2.5% of the gross proceeds of the IPO, or $1,725,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

The underwriters are entitled to a deferred underwriting

fee of 2.5% of the gross proceeds of the IPO, or $1,725,000, which will be paid upon the closing of a Business Combination from the amounts

held in the Trust Account, subject to the terms of the underwriting agreement.

Administrative Services Agreement

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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.

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 was 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.

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

to amend and restate the August 2024 Promissory Note to 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.

Second Amended 2024 Note

On January 28, 2026, the Company and Sponsor agreed to further amend

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

to $2,000,000.

The Second Amended 2024 Note bears no interest and is repayable in full upon the earlier of (i) December 31, 2026 or (ii)

the consummation of the initial business combination of the Company.

Other than the increased principal amount and extended maturity date,

the Second Amended 2024 Note has the same terms as the Amended 2024 Note.

The issuance of the Second Amended 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 Amended and Restated

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, we were initially

required to 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

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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.

The first 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.

The Sponsor has deposited $60,000 monthly into the Trust Account for each extension

since September 2025.

As of the filing date of this Quarterly Report, extension payments have been made to extend the current deadline

through June 20, 2026.

Critical Accounting Estimates

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Off-Balance Sheet Arrangements

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.

As of March 31, 2026, 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