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Item 2. Management’s Discussion and Analysis

2025-05-14 compared with 2024-10-18 · 84 added, 252 removed, 33 unchanged (91% of the section changed)

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References to the “Company,” “Future Vision,” “our,” “us” or “we” refer to Future Vision II Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward- looking statements that involve risks and uncertainties.

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Securities and Exchange Commission (“SEC”) filings.

We are a blank check company incorporated on January

30, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses.

We have not selected any business combination target

and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination

We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering (the “IPO”)

and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business

combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering

or otherwise), shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination

of the foregoing.

On September 13, 2024, we consummated our IPO

of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000, and incurring offering costs of $1,845,513.

the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any.

September 13, 2024, the over-allotment option was exercised, generating gross proceeds of $7,500,000 and deposited into the Trust Account.

Meanwhile, 57,500 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 28,750 representative

shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.

Simultaneously with the consummation of the closing

of the IPO, we consummated the private placement of an aggregate of 299,000 units to the Sponsor at a price of $10.00 per Unit, generating

gross proceeds of $2,990,000.

Following the closing of the IPO on September

13, 2024, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds

from the sale of the Placement Units was placed in a trust account (“Trust Account”) and established for the benefit of the

Company’s public shareholders and the underwriters of the IPO with Wilmington Trust, National Association acting as trustee.

Currently, we have no revenue, have had losses

since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable

acquisition transaction candidates.

We have relied upon the working capital available to us following the consummation of the IPO and

the Private Placement (as defined below) to fund our operations, as well as the funds loaned by the Sponsor (as defined below), our officers,

directors or their affiliates.

We are a blank check company incorporated in the Cayman Islands on January 30, 2024 which formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the Private Units, our shares, debt or a combination of cash, shares and debt.

On September 13, 2024, we consummated our IPO of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $50,000,000, and incurring offering costs of $1,845,513.

We granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any.

As of September 13, 2024, the over-allotment option was exercised, generating gross proceeds of $7,500,000 and deposited into the Trust Account.

Meanwhile, 57,500 ordinary shares were issued to the underwriter at the closing of the IPO as representative shares, and 28,750 representative shares will be issued as the deferred underwriting commission at the consummation of a Business Combination.

Simultaneously with the consummation of the closing of the IPO, we consummated a private placement of an aggregate of 299,000 units to the Sponsor at a price of $10.00 per Unit, generating gross proceeds of $2,990,000.

Following the closing of the IPO on September 13, 2024, an amount of $57,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (“Trust Account”) and established for the benefit of our public shareholders and the underwriters of the IPO with Wilmington Trust, National Association acting as trustee.

Currently, we have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates, including with VIWO Technology Inc.

We have relied upon the working capital available to us following the consummation of the IPO and the Private Placement to fund our operations, as well as the funds loaned by the Sponsor, our officers, directors or their affiliates.

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

We cannot assure

you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations and Known Trends or Future

We have neither

engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities

and those necessary to prepare for our IPO.

Following our IPO, we will not generate any operating revenues until after completion of our

initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents after

There has been no significant change in our financial position and no

material adverse change has occurred since February 29, 2024, the date of our audited financial statements .

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 completing a business combination.

For the period from

January 30, 2024 (inception) through September 30, 2024, we had a net income of $137,178, which consists of income earned on marketable

securities held in trust account of $147,779, interest income earned on bank account of $712 and operating expenses of $11,313.

For the three months ended September 30, 2024, we had a net income of $141,906, which consists of income earned on marketable securities

held in trust account and cash account of $147,779, interest income earned on bank account of $712 and operating expenses of $6,585.

We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those necessary to prepare for our IPO.

Following our IPO, we will not generate any operating revenues until after completion of our initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents after our IPO.

There has been no significant change in our financial position and no material adverse change has occurred since the date of our audited financial statements .

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 completing a business combination.

For the three months ended March 31, 2025, we had a net income of $454,300, which consisted of income earned on marketable securities held in trust account of $612,361, interest income earned on bank accounts of $8,839 and operating expenses of $166,900.

For the period from January 30, 2024 (inception) through March 31, 2024, we incurred a net loss of $2,091, which related to formation and operating expenses of $2,091.

Liquidity and Capital Resources

For the period from

January 30, 2024 (inception) through September 30, 2024, cash used in operating activities was $14,703.

As of September 30, 2024,

we had cash of $1,464,303 available for working capital needs.

All marketable securities are

held in the Trust Account and is generally unavailable for our use, prior to an initial

business combination, and is restricted for use either in a business combination or to redeem the ordinary shares.

As of September 30,

2024, none of the amount on marketable securities in the Trust Account was available

to be withdrawn as described above.

We intend to use

substantially all of the net proceeds of the IPO, including the marketable securities held in the Trust Account ,

to acquire a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $575,000

payable to Kingswood Capital Partners, LLC in cash, the representative of the underwriters of the IPO.

To the extent that our share capital

is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account

as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for

strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the

funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming

a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying

and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and

from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements

of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business

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

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,

we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain

additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number

of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur

debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only consummate such

financing simultaneously with the consummation of our initial business combination.

Following our initial business combination, if cash

on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of September 30, 2024, we had

cash of $1,464,303 and a working capital of $1,393,405.

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 connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting

Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going

Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern.

For the three months ended March 31, 2025, cash used in operating activities was $190,060.

As of March 31, 2025, we had cash of $1,142,445 available for working capital needs and marketable securities held in Trust Account of 59,218,058.

All marketable securities are held in the Trust Account and is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem the ordinary shares.

As of March 31, 2025, none of the amount on marketable securities in the Trust Account was available to be withdrawn as described above.

We intend to use substantially all of the net proceeds of the IPO, including the marketable securities held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto, including deferred underwriting commissions of $575,000 payable to Kingswood Capital Partners, LLC in cash, the representative of the underwriters of the IPO.

To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is more 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, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of March 31, 2025, we had cash of $1,142,445 and a working capital of $1,068,091.

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 connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern.

Our management’s plan in addressing this uncertainty is funds loaned from our Sponsor, officers, directors or their affiliates.

In addition, if we are unable to complete a business combination by March 31, 2026 (or up to September 30, 2026 if extended) (“Combination

Period”), our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.

is no assurance that our plans to consummate a business combination will be successful within the Combination Period.

As a result, management

has determined that such additional conditions also raise substantial doubt about our ability to continue as a going concern.

Our financial

statement does not include any adjustments that might result from the outcome of this uncertainty.

In addition, if we are unable to complete a business combination by March 31, 2026 (or up to September 30, 2026 if extended) (“Combination Period”), our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.

There is no assurance that our plans to consummate a business combination will be successful within the Combination Period.

As a result, management has determined that such additional conditions also raise substantial doubt about our ability to continue as a going concern.

Our financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

As of September 30, 2024, we have no obligations,

assets or liabilities that would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

As of March 31, 2025, we have no obligations, assets or liabilities that would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of September 30, 2024, we do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are obligated to pay the underwriters a deferred

underwriting commission equal to 1.0% of the gross proceeds of the IPO, or $575,000, will be paid to the underwriters in cash from the

funds held in the Trust Account, and 28,750 representative shares will be issued at the consummation of a Business Combination.

The founder shares, the Ordinary Shares included

in the Private Units, and any Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities)

will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO.

of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our

completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration

Critical Accounting Policies

and Estimates

In preparing these financial statements

in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting

Making estimates requires management

to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set

of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could

change in the near term due to one or more future confirming events.

As of March 31, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

We are obligated to pay the underwriters a deferred underwriting commission equal to 1.0% of the gross proceeds of the IPO, or $575,000, which will be paid to the underwriters in cash from the funds held in the Trust Account, and 28,750 representative shares, which will be issued at the consummation of a Business Combination.

The founder shares, the Ordinary Shares included in the Private Units, and any Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO.

The holders of these securities are entitled to make up to two demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies and Estimates

In preparing the financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, actual results may differ from these estimates.

identified the following critical accounting policies and estimates:

Marketable Securities Held in Trust Account

As of September 30, 2024, all of the assets

held in the Trust Account were held in U.S.

Treasury Securities Money Market Funds.

All of the Company’s investments held in the

Trust Account are classified as marketable securities.

Marketable securities are presented on the condensed balance sheet at fair value

at the end of each reporting period.

Gains and losses resulting from the change in fair value of marketable securities held in Trust Account

are included in income earned on marketable securities held in Trust Account in the accompanying condensed statement of operations.

estimated fair values of marketable securities held in Trust Account are determined using available market information.

As of September 30,

2024, the estimated fair value of marketable securities held in Trust Account was $57,935,279.

Offering Costs Associated with the Initial

Public Offering

Offering costs consisted of legal, accounting,

underwriting fees and other costs incurred through the IPO that were directly related to the IPO.

Offering cost amounted to $1,845,513,

consisting of $862,500 and $522,019 of underwriting commissions which were paid in cash and representative shares (57,500 ordinary shares)

at the closing date of the IPO, respectively and $460,994 of other offering costs.

We have identified the following critical accounting policies and estimates:

Fair Value of Financial Instruments

ASC Topic 820 “Fair Value

Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair

value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market

approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for

inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined

as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based

on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the

inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the

circumstances.

The fair value hierarchy is categorized

into three levels based on the inputs as follows:

ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability

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3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying

balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents, marketable securities held in trust account, accounts payable and accrued expenses and due to related parties, each

qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination

of such instruments and their expected realization and their current market rate of interest.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The carrying amounts reported in the balance sheet for cash and cash equivalents, marketable securities held in trust account, accounts payable and accrued expenses and due to related parties, each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest.

Ordinary Shares Subject to Possible Redemption

All of the 5,750,000 Ordinary Shares sold as part

of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain

amendments to the Company’s amended and restated certificate of incorporation.

The Company accounted for its ordinary shares

subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”

Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

were classified as temporary equity.

All of the 5,750,000 Ordinary Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).

Ordinary shares subject to mandatory redemption (if any) were classified as a liability instrument and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity.

At all other times, ordinary shares were classified as stockholders’ equity.

In accordance

with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions

are not solely within the control of the Company.

Given that the 5,750,000 ordinary shares sold

as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary

shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that

the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the

period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the

earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the

carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize

the changes in redemption value as a charge against additional

paid-in-capital over an expected 18-month period, which is the initial period that the Company has to complete a Business Combination.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

The unaudited condensed statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net income (loss) less any dividends paid.

The Company then allocated the undistributed income

(loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the shares subject to possible redemption was considered to be dividends paid to the public shareholders.

For the three months ended September 30, 2024 and for the period from January 30, 2024 (inception) through September 30, 2024, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then

share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic loss per share for the period

The Company accounts for income taxes under ASC

740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when

it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides

guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of September 30, 2024.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company determined that the Cayman Islands

is the Company’s only major tax jurisdiction.

The Company may be subject to potential examination

by taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount of deductions,

the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does

not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There is currently no taxation imposed on income

by the Government of the Cayman Islands for the period from January 30, 2024 (inception) through September 30, 2024.

In accordance with ASC 480-10-S99, the Company classified the ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 5,750,000 ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes in redemption value as a deemed dividend and charges against retained earnings or, in the absence of retained earnings, by charges against additional paid-in-capital over an expected 18-month period, which is the initial period that the Company has to complete a Business Combination.

Recent Accounting Pronouncements

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

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted ASU 2023-07 on January 1, 2025 and concluded that there was no material impact on our financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other

disclosure requirements.

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

management does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.

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

effect on the our financial statements.

Our management does not believe the adoption of ASU 2023-09 will have a material impact on our financial statements and disclosures.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis