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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-04-30 · 67 added, 80 removed, 214 unchanged (41% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

References to the “Company,” “our,”

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● our ability to complete our initial business combination;

● our expectations around the performance of the prospective

target business or businesses;

● our success in retaining or recruiting, or changes required

in, our officers, key employees or directors following our initial business combination;

● our officers and directors allocating their time to other

businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

● our potential ability to obtain additional financing to complete

our initial business combination;

● our expectations around the performance of the prospective target business or businesses;

● our success in retaining or recruiting, or changes required in, our officers, key employees or directors

following our initial business combination;

● our officers and directors allocating their time to other businesses and potentially having conflicts

of interest with our business or in approving our initial business combination;

● our potential ability to obtain additional financing to complete our initial business combination;

● our pool of prospective target businesses;

● our ability to consummate an initial business combination

due to the uncertainty resulting from geopolitical events like the conflict in Ukraine, Iran, Israel, and Gaza and economic impacts such

as inflation and rising interest rates;

● the ability of our officers and directors to generate a number

of potential business combination opportunities;

● our ability to consummate an initial business combination due to the uncertainty resulting from geopolitical

events like the conflict in Ukraine, Iran, Israel, and Gaza and economic impacts such as inflation and rising interest rates;

● the ability of our officers and directors to generate a number of potential business combination opportunities;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the use of proceeds not held in the Trust Account (as defined

below) or available to us from interest income on the Trust Account balance;

● the use of proceeds not held in the Trust Account (as defined below) or available to us from interest

income on the Trust Account balance;

● the Trust Account not being subject to claims of third parties;

● the number of redemptions by our public shareholders in connection

with a business combination;

● the number of redemptions by our public shareholders in connection with a business combination;

● our financial performance;

● the other risks and uncertainties discussed in “Risk

● the other risks and uncertainties discussed in “Risk Factors.”

The forward-looking statements

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On February 27,

2026, we consummated our Initial Public Offering of 25,000,000 shares of public Class A ordinary shares (the “Public Shares”)

at $10.00 per share, generating gross proceeds of $250.0 million and incurring offering costs of $14.8 million, inclusive of

$13.8 million in deferred underwriting commissions.

In March 2026, the underwriter exercised its over-allotment option and purchased

3,750,000 Class A ordinary shares at the initial public offering price to cover over-allotments made in the Initial Public Offering generating

additional gross proceeds of $37.5 million and incurring additional offering costs of $2.2 million, inclusive of approximately

$2.1 million in deferred underwriting commissions.

2026, we consummated our Initial Public Offering of 25,000,000 public Class A ordinary shares (the “Public Shares”) at $10.00

per share, generating gross proceeds of $250.0 million and incurring offering costs of $14.8 million, inclusive of $13.8 million

in deferred underwriting commissions.

In March 2026, the underwriter exercised its over-allotment option and purchased 3,750,000 Class

A ordinary shares at the initial public offering price to cover over-allotments made in the Initial Public Offering generating additional

gross proceeds of $37.5 million and incurring additional offering costs of $2.2 million, inclusive of approximately $2.1 million

in deferred underwriting commissions.

Substantially concurrently

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unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek

to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all third parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses

or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

The Company will seek to reduce

the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third

parties, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or

other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of

any kind in or to monies held in the Trust Account.

Results of Operations

Since the Initial Public Offering,

our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating

revenues until the closing and completion of our initial Business Combination.

We expect to 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 completing a Business Combination.

our activity has been limited to the search for a prospective initial Business Combination, and we will not generate any operating revenues

until the closing and completion of our initial Business Combination.

We expect to 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

completing a Business Combination.

For the three months ended

March 31, 2026, we had net income of $0.8 million which consisted of $0.8 million in interest and dividend income and a change in the

fair value of the over-allotment option liability of less than $0.1 million partially offset by less than $0.1 million in formation,

general and administrative expenses.

June 30, 2026, we had net income of $1.7 million which consisted of $2.6 million in interest and dividend income partially offset by $0.8 million

in formation, general and administrative expenses.

For the six months ended June

30, 2026, we had net income of $2.5 million which consisted of $3.4 million in interest and dividend income and a change in the fair value

of the over-allotment option liability of less than $0.1 million partially offset by $0.9 million in formation, general and

administrative expenses.

Liquidity and Capital Resources

As indicated in the accompanying

unaudited condensed financial statements, as of March 31, 2026, we had $1.1 million in our operating bank account and working capital

surplus of $0.8 million.

unaudited condensed financial statements, as of June 30, 2026, we had $0.9 million in our operating bank account and working capital

deficit of $0.1 million.

Through our Initial Public

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resulted in $287.5 million ($10.00 per share) being placed into a Trust Account and payment of expenses, we had $0.9 million in cash

held outside of the Trust Account as of March 31, 2026, which we intend to use for working capital purposes.

held outside of the Trust Account as of June 30, 2026, which we intend to use for working capital purposes.

In addition, in order to finance

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If our estimates of the costs

of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do

of undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do

so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment,

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over-allotment option was not exercised in full by the underwriter.

In March 2026, subsequent to Initial Public Offering, the underwriter

In March 2026, subsequent to the Initial Public Offering, the underwriter

exercised the over-allotment option in full.

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by the Sponsor.

Subsequent to the transfer, the Sponsor held 7,157,500 Class B ordinary shares.

The total consideration paid for these

Founder Shares was approximately $100.

Each Founder Share will automatically convert to one Class A ordinary share concurrently with or

immediately following the consummation of the Business Combination.

The Initial Shareholders will retain all voting and dispositive power

over all Founder Shares until the consummation of the Business Combination.

In May 2026, the Sponsor sold an additional 30,000 Founder Shares to another independent director of the Company, for

the same per-share price initially paid by the Sponsor.

Each director’s total consideration paid for these Founder Shares was approximately

Subsequent to these transfers, the Sponsor holds 7,127,500 Class B ordinary shares.

Each Founder Share will automatically convert

to one Class A ordinary share concurrently with or immediately following the consummation of the Business Combination.

The Initial Shareholders

will retain all voting and dispositive power over all Founder Shares until the consummation of the Business Combination.

Private placement

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Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly

As of March 31, 2026, the Company had less than $0.1 million in accrued expenses for services provided by an affiliate

of the Sponsor in connection with the aforementioned agreement.

As of June 30, 2026, the Company had no accrued expenses payable for services provided by an affiliate of the Sponsor in connection

with the aforementioned agreement.

Related party loans

In order to fund working capital

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

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital

If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of

the Trust Account released to the Company.

In order to fund working

capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor,

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working

Capital Loans”).

If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds

of the Trust Account released to the Company.

Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust

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to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at

the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares at a price of $10.00 per

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or,

at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into shares at a price of $10.00

The shares would be identical to the Private Placement Shares.

As of March 31, 2026 and December 31, 2025, respectively,

As of June 30, 2026 and December 31, 2025, respectively,

no Working Capital Loans were outstanding.

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differ from those estimates.

Over-allotment option liability

The Company reports its over-allotment

option liability at fair value.

The fair value of our over-allotment option was determined using a Black-Scholes valuation model uses

significant inputs related to the risk-free interest rate, expected volatility, dividend yield and expected term.

The risk-free interest

rate is based on the U.S.

Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the underwriter’s

over-allotment option.

Expected volatility is based on actual historical volatility of comparable special purpose acquisition companies

as of the valuation date.

The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend

to do so during the expected term of the over-allotment period.

In March 2026, the underwriter exercised the over-allotment option in

full, therefore there was no liability for the over-allotment option as of March 31, 2026.

Sale of Founder Shares

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The fair value of the 30,000 shares

sold to the Company’s independent director was less than $0.1 million or $1.50 per share as of the sale date.

sold to the Company’s independent director prior to the IPO was less than $0.1 million or $1.50 per share as of the sale date.

fair value of the additional 30,000 Founder Shares sold to the Company’s other independent director during May 2026 was $0.1 million

or $3.81 per share as of the sale date.

Recent accounting pronouncements

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Off-Balance Sheet Arrangements

As of March 31, 2026,

As of June 30, 2026,

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

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that comply with public company effective dates.

Quantitative and Qualitative Disclosures About Market Risk.

Quantitative and Qualitative Disclosures About Market

We are a smaller reporting

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis